10-Q

UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ Quarterly Report pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2003

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

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

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

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

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

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

LIN TV Corp. Class A common stock, $0.01 par value, issued and outstanding at July 29, 2003: 26,486,035 shares.
LIN TV Corp. Class B common stock, $0.01 par value, issued and outstanding at July 29, 2003: 23,510,137 shares.
LIN TV Corp. Class C common stock, $0.01 par value, issued and outstanding at July 29, 2003: 2 shares.
LIN Television Corporation common stock, $0.01 par value, issued and outstanding at July 29, 2003: 1,000 shares.

TABLE OF CONTENTS

Part I: Financial Information
	Item 1. Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures.
Part II: Other Information
	Item 1. Legal Proceedings
	Item 2. Changes in Securities and Use of Proceeds
	Item 4. Submission of Matters to a Vote of Security Holders.
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EX-3.1 RESTATED CERTIFICATE OF INCORPORATION
EX-4.1 SUPPLEMENTAL INDENTURE
EX-4.3 EXCHANGE & REGISTRATION RIGHTS
EX-4.5 REGISTRATION RIGHTS AGREEMENT
EX-4.6 GUARANTEE DATED AS OF MAY 7, 2003
EX-31.1 CERTIFICATION OF CEO OF LIN TV CORP
EX-31.2 CERTIFICATION OF VP AND CONTROLLER
EX-31.3 CERTIFICATION OF VP AND TREASURER
EX-31.4 CERTIFICATION OF VP OF FINANCE
EX-31.5 CERTIFICATION OF CEO OF LIN TELEVISION
EX-31.6 CERT OF CONTROLLER OF LIN TELEVISION
EX-31.7 CERT OF TREASURER OF LIN TELEVISION
EX-31.8 CERTIFICATION OF VP FINANCE LIN TELEVISION
EX-32.0 CERTIFICATION PURSUANT TO SECTION 906
EX-32.1 CERTIFICATION PURSUANT TO SECTION 906
EX-99.1 AMENDMENT TO SEVERANCE AGREEMENT - CHAPMAN
EX-99.2 AMEND TO SEVERANCE AGREEMENT - KARPOWICZ
EX-99.3 AMEND TO SEVERANCE AGREEMENT - MALONEY
EX-99.4 AMEND TO SEVERANCE AGREEMENT - SCHMIDT
EX-99.5 AMEND TO SEVERANCE AGREEMENT - JACOBSON

Table of Contents

Part I. Financial Information
Item 1. Financial Statements
	LIN TV Corp.
		Condensed Consolidated Balance Sheets	2
		Condensed Consolidated Statements of Operations	3
		Condensed Consolidated Statements of Cash Flows	4
		Notes to Condensed Consolidated Financial Statements	5
		See separate index for financial statements of LIN Television Corporation	44
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
Item 3. Quantitative and Qualitative Disclosures about Market Risk			37
Item 4. Controls and Procedures			37
Part II. Other Information
Item 1. Legal Proceedings			38
Item 2. Changes in Securities and Use of Proceeds			38
Item 4. Submission of Matters to a Vote of Security Holders			39
Item 6. Exhibits and Reports on Form 8-K			40
Signature Page			43

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Part I: Financial Information

Item 1. Financial Statements

LIN TV CORP.
Condensed Consolidated Balance Sheets
(In thousands, except share data)

				June 30,			December 31,
				2003			2002
				(unaudited)
ASSETS
Current assets:
Cash and cash equivalents				$	21,625		$	143,860
Available for sale securities					—			23,674
Accounts receivable, less allowance for doubtful accounts (2003 - $2,231; 2002 - $2,709)					66,595			71,336
Program rights					9,392			14,515
Assets held for sale					—			10,606
Other current assets					3,385			1,631
	Total current assets				100,997			265,622
Property and equipment, net					201,303			208,072
Deferred financing costs					15,217			25,796
Equity investments					82,511			84,368
Program rights					8,865			8,953
Goodwill					598,252			599,263
Broadcast licenses					1,127,742			1,127,742
Other intangible assets, net					929			1,480
Other assets					15,338			13,074
		Total Assets		$	2,151,154		$	2,334,370
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt				$	7,000		$	106,154
Accounts payable					7,617			11,665
Accrued income taxes					5,139			7,104
Accrued interest expense					10,468			16,236
Accrued sales volume discount					2,537			5,415
Other accrued expenses					16,107			22,303
Liabilities held for sale					—			139
Program obligations					12,533			15,683
	Total current liabilities				61,401			184,699
Long-term debt, excluding current portion					727,058			758,366
Deferred income taxes, net					513,929			510,588
Program obligations					8,756			8,381
Other liabilities					30,694			12,131
		Total liabilities			1,341,838			1,474,165
Contingencies (Note 9)
Stockholders’ equity:
Class A common stock, $0.01 par value, 100,000,000 shares authorized, 26,478,631 shares at June 30, 2003 and 26,296,169 shares at December 31, 2002 issued and outstanding					265			262
Class B common stock, $0.01 par value, 50,000,000 shares authorized, 23,510,137 shares at June 30, 2003 and December 31, 2002 issued and outstanding; convertible into an equal number of Class A or Class C common stock					235			236
Class C common stock, $0.01 par value, 50,000,000 shares authorized, 2 shares at June 30, 2003 and December 31, 2002 issued and outstanding; convertible into an equal number of Class A common stock					—			—
Additional paid-in capital					1,065,343			1,064,122
Accumulated deficit					(256,527	)		(204,415	)
		Total stockholders’ equity			809,316			860,205
			Total liabilities and stockholders’ equity	$	2,151,154		$	2,334,370

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

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LIN TV CORP.
Condensed Consolidated Statements of Operations
(unaudited)
(In thousands, except per share information)

				Three Months Ended June 30,						Six Months Ended June 30,
				2003			2002			2003			2002
Net revenues				$	91,078		$	89,168		$	166,332		$	151,691
Operating costs and expenses:
		Direct operating			25,260			23,347			49,990			43,304
		Selling, general and administrative			23,187			20,590			44,600			36,454
		Amortization of program rights			5,431			5,452			10,705			10,134
			Station operating income		37,200			39,779			61,037			61,799
		Corporate			4,182			2,290			8,102			4,418
		Restructuring charge			102			—			102			—
		Depreciation and amortization of intangible assets			8,087			7,004			16,241			12,726
Operating income					24,829			30,485			36,592			44,655
Other (income) expense:
		Interest expense			15,233			22,675			35,754			48,072
		Investment income			(370	)		(459	)		(750	)		(1,522	)
		Share of income in equity investments			(1,689	)		(2,639	)		(1,404	)		(4,054	)
		Loss on disposition of property and equipment			968			(77	)		948			(122	)
		Gain on derivative instruments			(4,760	)		(1,038	)		(4,760	)		(2,182	)
		Gain on redemption of investment in Southwest Sports Group			—			(3,819	)		—			(3,819	)
		Fee on termination of Hicks Muse agreements			—			16,000			—			16,000
		Loss on impairment of investment			250			2,750			250			2,750
		Loss on early extinguishment of debt			23,580			2,457			53,105			2,457
		Other, net			(436	)		27			(365	)		(3	)
Total other expense, net					32,776			35,877			82,778			57,577
Loss from continuing operations before provision for income taxes and cumulative effect of change in accounting principle					(7,947	)		(5,392	)		(46,186	)		(12,922	)
		Provision for income taxes			2,646			4,258			5,274			22,448
Loss from continuing operations before cumulative effective of change in accounting principle					(10,593	)		(9,650	)		(51,460	)		(35,370	)
Discontinued operations:
	Income from discontinued operations, net of tax provision of $122				—			(227	)		—			(227	)
	Loss from sale of discontinued operations, net of tax provision of $0				652			—			652			—
Cumulative effect of change in accounting principle, net of tax benefit of $16,525					—			—			—			30,689
Net loss				$	(11,245	)	$	(9,423	)	$	(52,112	)	$	(65,832	)
Basic and diluted loss per common share:
Loss from continuing operations before cumulative effect of change in accounting principle				$	(0.21	)	$	(0.23	)	$	(1.03	)	$	(1.05	)
(Loss) income from discontinued operations					(0.01	)		0.01			(0.01	)		0.01
Cumulative effect of change in accounting principle					—			—			—			(0.91	)
Net loss					(0.23	)		(0.23	)		(1.04	)		(1.95	)
Weighted — average number of common shares outstanding used in calculating basic and diluted loss per common share					49,942			41,680			49,923			33,684

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

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LIN TV Corp.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(In thousands)

	Six Months Ended June 30,
	2003			2002
Net cash provided by operating activities	$	11,601		$	9,926
INVESTING ACTIVITIES:
Capital expenditures		(10,187	)		(18,392	)
Proceeds from disposals of property and equipment		31			—
Proceeds from sale of broadcast licenses and related operating assets		10,000			2,500
Investment in Banks Broadcasting, Inc.		—			(1,100	)
Cash and cash equivalents acquired through merger with Sunrise Television		—			6,864
Capital distributions from equity investments		3,260			611
Payments for business combinations		—			(10,608	)
Proceeds from redemption of Southwest Sports Group preferred units		—			60,819
Other investments and deposits		—			4,500
Proceeds from liquidation of short-term investments		23,691			—
Net cash provided by investing activities		26,795			45,194
FINANCING ACTIVITIES:
Net proceeds on exercises of employee stock options		1,223			430
Redemption of Sunrise Television preferred stock		—			(10,829	)
Net proceeds from initial public offering of common stock		—			399,853
Proceeds from long-term debt		500,000			—
Financing costs associated with proceeds from long-term debt		(9,798	)		—
Net proceeds (payments) from revolver debt		50,000			(10,000	)
Principal payments on long-term debt		(676,000	)		(304,925	)
Cash expenses associated with early extinguishment of debt		(26,056	)		—
Net cash (used in) provided by financing activities		(160,631	)		74,529
Net (decrease) increase in cash and cash equivalents		(122,235	)		129,649
Cash and cash equivalents at the beginning of the period		143,860			17,236
Cash and cash equivalents at the end of the period	$	21,625		$	146,885

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

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LIN TV Corp.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Note 1 — Basis of Presentation:

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

     These condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company filed audited financial statements for the year ended December 31, 2002 in its annual report on Form 10-K, which includes all such information and disclosures.

     In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to summarize fairly the financial position, results of operations and cash flows of the Company for the periods presented. The interim results of operations are not necessarily indicative of the results to be expected for the full year.

     The Company’s preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. Estimates are used when accounting for the collectibility of accounts receivable and valuing intangible assets, deferred tax assets and net assets of businesses acquired. Actual results could differ from these estimates. Certain prior period amounts have been reclassified to conform to the current period presentation.

     The Company accounts for its stock-based employee compensation plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations. The Company did not incur stock-based employee compensation costs for the three and six months ended June 30, 2003 and 2002, respectively, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of SFAS Statement No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation (in thousands, except for per share data).

	Three Months Ended June 30,							Six Months Ended June 30,
		2003			2002				2003			2002
Net loss, as reported		$	(11,245	)	$	(9,423	)		$	(52,112	)	$	(65,832	)
Deduct: Total stock-based employee compensation      expense determined under the fair value based      method for all awards, net of related tax effect			710			523				1,446			729
Pro forma net loss		$	(11,955	)	$	(9,946	)		$	(53,558	)	$	(66,561	)
Basic and diluted net loss per common share, as reported		$	(0.23	)	$	(0.23	)		$	(1.04	)	$	(1.95	)
Basic and diluted net loss per common share, pro forma		$	(0.24	)	$	(0.24	)		$	(1.07	)	$	(1.98	)

     The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for option grants under the Company’s stock option plans issued during the three and six months ended June 30, 2003 and 2002, respectively:

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	Three Months ended June 30,				Six Months ended June 30,
	2003		2002		2003		2002
Volatility factors		30%		35%		30%		35%
Risk-free interest rates		1.5 - 3.3%		3.4 - 5.1%		1.5 - 3.3%		3.4 - 5.1%
Weighted average expected life		2 - 6 years		2 - 6 years		2 - 6 years		2 - 6 years
Dividend yields		0%		0%		0%		0%

     The weighted average fair value of grants made under the Company’s stock option plans during the three months ended June 30, 2003 and 2002 are $5.96, and $6.80, respectively, and $5.91 and $6.80 for the six months ended June 30, 2003 and 2002, respectively.

Note 2 – Available for Sale Securities:

     During the quarter ended March 31, 2003, the Company liquidated all of its available for sale securities for proceeds of $23.7 million. The amortized cost and fair value of the Company’s available-for-sale securities by major security type and class of security at December 31, 2002 was as follows (in thousands):

			Accrued
	Amortized		Investment		Fair
	Cost		Income		Value
Corporate debt securities	$	7,627	$	60	$	7,687
Mortgage-backed securities		15,851		136		15,987
	$	23,478	$	196	$	23,674

Note 3 – Business Disposition:

     On December 13, 2002, the Company entered into an agreement with Mission Broadcasting, Inc. (“Mission”) in which the Company agreed to sell the assets of the television stations KRBC-TV in Abilene, Texas and KACB-TV in San Angelo, Texas, for $10.0 million in cash. In December 2002, the Company received a deposit of $1.5 million from Mission, which the Company recorded in other current liabilities.

     Concurrent with entering into the agreement to sell the stations, the Company entered into a local marketing agreement (“LMA”) with Mission, pursuant to which Mission began operating KRCB-TV and KACB-TV beginning January 1, 2003. Under the terms of the LMA, the Company transferred all economic benefit derived from the stations to Mission for the period from January 1, 2003 until such time as the transaction was either consummated or terminated. Accordingly, the Company recorded a liability equal to the net operating results of the stations for the period from January 1, 2003 to June 13, 2003, the date the sale was completed, offsetting the results of discontinued operations in the Company’s statement of operations.

     The operating results of these stations have been recorded as discontinued operations for the three and six months ended June 30, 2003 and 2002. On June 13, 2003, the Company completed the sale of the stations and received the remaining $8.5 million from Mission.

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Note 4 – Equity Investments:

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

	June 30, 2003		December 31, 2002
NBC joint venture	$	57,323	$	58,411
WAND (TV) Partnership		13,115		13,141
Banks Broadcasting, Inc.		12,073		12,816
	$	82,511	$	84,368

     Joint Venture with NBC: The Company owns a 20.38% interest in a joint venture with NBC and accounts for its interest using the equity method, as the Company does not have a controlling interest. The Company received distributions of $1.6 million and $3.3 million from the joint venture in the three and six months ended June 30, 2003, respectively. The Company received cash distributions of $611,000 in the three and six months ended June 30, 2002. The following presents the summarized financial information of the joint venture (in thousands):

	Three Months Ended				Six Months Ended June 30,
	2003		2002		2003		2002
Net revenues	$	43,576	$	45,470		76,497		85,712
Operating income		26,028		28,248		42,692		51,924
Net income		9,675		13,368		10,662		20,848
	June 30, 2003		December 31, 2002
Current assets	$	15,591	$	24,111
Non-current assets		239,141		236,140
Current liabilities		362		544
Non-current liabilities		815,500		815,500

     WAND (TV) Partnership: The Company has a 33.33% interest in a partnership, WAND (TV) Partnership, with Block Communications. The Company accounts for its interest using the equity method, as the Company does not have a controlling interest. The Company has also entered into a management services agreement with WAND (TV) Partnership to provide specified management, engineering and related services for a fixed fee. Included in this agreement is a cash management arrangement under which the Company incurs expenditures on behalf of WAND (TV) Partnership and is periodically reimbursed. Amounts due to the Company from WAND (TV) Partnership under this arrangement were approximately $208,000 and $187,000 as of June 30, 2003 and December 31, 2002, respectively. The following presents the summarized financial information of the WAND (TV) Partnership (in thousands):

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	Three Months Ended June 30,				Six Months Ended June 30,
	2003		2002		2003			2002
Net revenues	$	1,705	$	1,751	$	3,194		$	3,564
Operating income (loss)		56		92		(70	)		257
Net income (loss)		47		95		(79	)		264
	June 30, 2003		December 31, 2002
Current assets	$	2,008	$	2,137
Non-current assets		33,979		34,063
Current liabilities		568		751

     Banks Broadcasting, Inc: The Company owns preferred stock that represents a 50% non-voting interest in Banks Broadcasting, Inc. The Company is able to exercise significant, but not controlling, influence over the activities of Banks Broadcasting, Inc. through representation on the Board of Directors and, therefore, accounts for its investment using the equity method. The Company has also entered into a management services agreement with Banks Broadcasting, Inc. to provide specified management, engineering and related services for a fixed fee. Included in this agreement is a cash management arrangement under which the Company incurs expenditures on behalf of Banks Broadcasting, Inc. and is periodically reimbursed. Amounts due to the Company from Banks Broadcasting, Inc. under this arrangement were approximately $213,000 and $82,000 as of June 30, 2003 and December 31, 2002, respectively. The following presents the summarized financial information of Banks Broadcasting, Inc. (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Net revenues	$	1,302		$	1,385		$	2,585		$	2,514
Operating loss		(436	)		(356	)		(971	)		(854	)
Net loss		(587	)		(234	)		(1,265	)		(565	)
	June 30, 2003			December 31, 2002
Current assets	$	1,939		$	2,588
Non-current assets		27,320			27,499
Current liabilities		1,275			1,302
Non-current liabilities		1,658			1,496
Redeemable preferred stock		3			3

     In accordance with FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities”, the Company will consolidate Banks Broadcasting, Inc.’s results of operations in the third quarter of 2003 (See Note 12 – Recently Issued Accounting Pronouncements).

     Other Investments: The Company has recorded losses of approximately $250,000 and $2.8 million for the three months ended June 30, 2003 and 2002, respectively, in other expenses on an equity investment in an internet company. These amounts reflect impairments of the Company’s initial investment as a result of a reduction in the value of the internet company, which in the opinion of management, are other than temporary.

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Note 5 — Intangible Assets:

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

	June 30, 2003			December 31, 2002
Amortized Intangible Assets:
LMA Purchase options	$	1,412		$	1,412
Network affiliations		377			377
Income leases		393			393
Accumulated amortization		(1,253	)		(702	)
	$	929		$	1,480
Unamortized Intangible Assets:
Broadcast licenses	$	1,127,742		$	1,127,742
Goodwill		598,252			599,263
		1,725,994			1,727,005
Total intangible assets	$	1,726,923		$	1,728,485

     Amortization expense was approximately $276,000 and $551,000 for the three and six months ended June 30, 2003, respectively. There was approximately $167,000 of amortization expense recorded on the local marketing agreement (“LMA”) purchase option for the three and six months ended June 30, 2002, respectively. There was approximately $228,000 and $456,000 of amortization expense recorded on the LMA purchase option for the three and six months ended June 30, 2003, respectively. The Company expects that its LMA purchase option will be fully amortized in 2007. The Company recorded approximately $48,000 and $95,000 of amortization expense on network affiliation agreements and income leases for the three and six months ended June 30, 2003, respectively. The network affiliation agreements will be fully amortized by their expiration dates, which range from August 29, 2004 to December 31, 2010, and the income leases will be fully amortized by November 2006.

     As required by Statement of Financial Accounting Standards (“SFAS”) No. 142 “Goodwill and Other Intangible Assets”, the Company completed a transitional impairment test for goodwill and broadcast licenses as of January 1, 2002. As a result of this test, an impairment loss of $47.2 million ($30.7 million, net of tax benefit) was recorded in the first quarter of 2002 to reflect the write-down of certain broadcast licenses to their fair value. There was no impairment to the goodwill and broadcast licenses as of June 30, 2003 and December 31, 2002.

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Note 6 —Debt:

     Debt consisted of the following (in thousands):

		June 30, 2003		December 31, 2002
Senior Credit Facilities:
	Term Loan	$	175,000	$	—
	Revolver		50,000		—
$200,000, 6 1/2% Senior Subordinated Notes due 2013			200,000		—
$125,000, 2.50% Exchangeable Senior Subordinated Dentures due 2033 (net of discount of $20,533 at June 30, 2003)			104,467		—
$210,000, 8% Senior Notes due 2008 (net of discount of $5,409 and $5,996 at June 30, 2003 and December 31, 2002, respectively)			204,591		204,004
$300,000, 8 3/8% Senior Subordinated Notes due 2008 (net of discount of $364 at December 31, 2002)			—		299,636
$276,000, 10% Senior Discount Notes due 2008 (net of discount of $4,443 at December 31, 2002)			—		271,557
$100,000, 10% Senior Discount Notes due 2008 (net of discount of $10,677 at December 31, 2002)			—		89,323
Total debt			734,058		864,520
Less current portion			7,000		106,154
Total long-term debt		$	727,058	$	758,366

Senior Credit Facilities

     On February 7, 2003, the Company obtained a new $175.0 million term loan, as part of an amendment to its existing credit facility. In connection with this amendment, the Company recorded approximately $1.0 million in deferred financing costs. In March 2003, the Company used the proceeds from the new loan, a drawdown of $75.0 million from its existing revolving credit facility and cash on hand to retire the debt of the Company’s LIN Holdings Corp. subsidiary (“LIN Holdings”), consisting of $276.0 million aggregate principal amount of 10% Senior Discount Notes due 2008 and $100.0 million aggregate principal amount of 10% Senior Discount Add-On Notes due 2008. The Company incurred a charge of approximately $29.5 million related to the write-off of unamortized financing fees and discounts and associated costs as a result of the early extinguishment of LIN Holdings’ debt.

     The repayment of the term loan begins September 30, 2003 with 1% repaid each quarter until final maturity on December 31, 2007. The revolving credit facility is available until the scheduled termination date of March 31, 2005. Borrowings under the senior credit facilities bear interest at a rate based, at the Company’s 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 the Company has met ratios specified in the senior credit agreement. The Company is required to pay quarterly commitment fees ranging from 0.375% to 0.750%, based upon the Company’s leverage ratio for that particular quarter, on the unused portion of the senior credit facilities, in addition to annual agency and other administration fees.

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6 1/2% Senior Subordinated Notes

     In May 2003, LIN Television issued $200.0 million aggregate principal amount at maturity of 6-1/2% Senior Subordinated Notes due 2013 in a private placement. The 6-1/2% Senior Subordinated Notes were issued with no discount. The 6-1/2% Senior Subordinated Notes are unsecured and are subordinated in right of payment to all of LIN Television’s existing and future senior indebtedness, including its senior credit facilities and its existing senior notes, and will rank equally in right of payment with all of its senior subordinated indebtedness, including its 2.50% Exchangeable Senior Subordinated Debentures due 2033. The 6-1/2% Senior Subordinated Notes are guaranteed, jointly and severally on an unsecured senior subordinated basis, by LIN TV Corp. and LIN Television’s direct and indirect, existing and future, domestic restricted subsidiaries. Financing costs of $4.7 million were incurred in connection with the issuance and are being amortized over the term of the debt. Cash interest on the 6-1/2% Senior Subordinated Notes accrues at 6-1/2% per annum and will be payable semi-annually in arrears commencing on November 15, 2003. LIN Television may redeem the 6-1/2% Senior Subordinated Notes at any time on or after May 15, 2008 at the redemption prices set forth below, (if redeemed during the 12 month period beginning on May 15 of each of the years set forth below):

     We may also redeem up to 35% of the 6-1/2% Senior Subordinated Notes using proceeds of certain equity offerings completed before May 15, 2006 at 106.5% of the outstanding principal amount thereof plus accrued and unpaid interest to the redemption date.

Year	Price (as a percentage of outstanding principal amount)
2008		103.250	%
2009		102.167	%
2010		101.083	%
2011 and thereafter		100.000	%

     The 6-1/2% Senior Subordinated Notes are also subject to early redemption provisions in the event of a change of control, which may require LIN Television to repurchase the 6-1/2% Senior Subordinated Notes at a price equal to 101% of the principal amount of the note, together with accrued and unpaid interest. The indenture governing the 6-1/2% Senior Subordinated 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, the Company’s capital stock; liens; mergers, consolidations and sales of all or substantially all of the Company’s assets; asset sales; asset swaps; dividend and other payment restrictions affecting restricted subsidiaries; and transactions with affiliates.

2.50% Exchangeable Senior Subordinated Debentures

     In May 2003, LIN Television issued $125.0 million aggregate principal amount at maturity of 2.50% Exchangeable Senior Subordinated Debentures due 2033 in a private placement. The debentures are unsecured and subordinated in right of payment to all of LIN Television’s existing and future senior indebtedness including its senior credit facilities and 8% Senior Notes due 2008 and rank on a parity in right of payment with all of its senior subordinated indebtedness, including the 6 1/2% Senior Subordinated Notes due 2013. The debentures are guaranteed, jointly and severally on an unsecured senior subordinated basis, by LIN TV Corp. and LIN Television’s direct and indirect, existing and future, domestic restricted subsidiaries. Financing costs of $4.1 million were incurred in connection with the issuance and are being amortized over the term of the debt. Cash interest on the debentures accrues at 2.50% per annum and will be payable semi-annually in arrears commencing on November 15, 2003. The Company 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 LIN Television to purchase all or a portion of their debentures on May 15, 2008, 2013, 2018, 2023 or 2028 at 100% of the principal amount, plus accrued and unpaid interest. The debentures are subject to early redemption provisions in the event of a fundamental change in which LIN TV Corp’s common stock is exchanged for or converted into consideration that is not all or substantially all common stock that is listed on a national securities exchange or quoted on Nasdaq. In addition, the indenture governing the debentures limits, among other things, the incurrence of additional indebtedness and issuance of capital stock, the payment of dividends on, and redemption of capital stock of certain of our subsidiaries; liens; mergers, consolidations and sales of all or substantially all of the assets of certain of our subsidiaries; asset sales; asset swaps; restricted payments and transactions with affiliates.

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     Contingent Interest. LIN Television will 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, commencing with the six-month period beginning May 15, 2008, 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. The contingent interest payable per $1,000 principal amount of debentures is 0.25% per annum. Any contingent interest will be payable on the interest payment date at the end of the relevant six-month period.

     Exchange Rights. A holder may exchange each debenture for a number of shares of LIN TV class A common stock, equal to the exchange rate under the following conditions:

• during any fiscal quarter commencing after June 30, 2003, if the closing sale price of LIN TV common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is more than 120% of the base exchange price (initially 120% of $37.28, or $44.7360);

• during any period in which the credit rating assigned to the debentures by Standard & Poor’s Rate Services (“S&P”) is below B-, or the credit rating assigned to the debentures by Moody’s Investors Services (“Moody’s”) is below B3, or either S&P or Moody’s does not assign a rating to the debentures;

• during the five business-day period after any five consecutive trading-day period in which the trading price per debenture for each day of that period was less than 98% of the product of the closing sale price of LIN TV common stock and the exchange rate of each such day;

• if such debentures have been called for redemption; or

• upon the occurrence of certain corporate transactions, such as a consolidation, merger or binding share exchange pursuant to which shares of LIN TV common stock would be converted into cash, securities or other property.

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

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

• if the applicable stock price is greater than the base exchange price, the exchange rate will be determined in accordance with the following formula; provided, however, in no event will the exchange rate exceed 46.2748, subject to the same proportional adjustment as the base exchange rate:

Base Exchange Rate  + [ (Applicable Stock Price - Base Exchange Price)
Applicable Stock Price ] x  Incremental Share Factor

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

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

     On June 15, 2003, the Company used the proceeds from the 6 -1/2% Senior Subordinated Notes due in 2013 and the 2.50% Exchangeable Senior Subordinated Debentures due in 2033, and borrowings under the Company’s senior credit facilities to redeem all of its $300.0 million in outstanding aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2008. The Company incurred a charge of $23.6 million relating to the write-off of unamortized deferred financing costs and discounts and call premiums in connection with the redemption of the notes for the three months ended June 30, 2003.

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     Embedded Derivative Features. The 2.50% Exchangeable Senior Subordinated Debentures have certain embedded derivative instruments that are required to be separately identified and recorded at fair value with a mark-to-market adjustment required each quarter. The value of these instruments on issuance of the debentures was $21.1 million and this amount was recorded as an original issue discount and is being accreted through interest expense over the period to May 2008. The derivative instruments are recorded at fair market value in other liabilities. The Company has recorded a gain in connection with the mark-to-market of these derivative instruments of $4.8 million for the three and six months ended June 30, 2003, respectively.

     Interest expense on long-term debt consisted of the following (in thousands):

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2003		2002		2003		2002
Interest expense:
	Cash interest expense		$	13,286	$	10,975	$	25,824	$	24,565
	Amortization of discount and deferred financing fees		$	1,947	$	11,700	$	9,930	$	23,507
		Total interest expense	$	15,233	$	22,675	$	35,754	$	48,072

Note 7 — Restructuring Charge:

     During the second half of 2002, as a result of centralizing the master control transmission facilities in Indianapolis, Indiana and Springfield, Massachusetts, the Company recorded a pre-tax restructuring charge of approximately $909,000 for severance pay and benefits relating to the termination of 60 full time equivalent employees in the master control, sales support and business office areas. All employees had been informed of their termination benefits in the period that the charge was recorded. The Company recorded an additional $102,000 of restructuring charges for the three months ended June 30, 2003. The Company has paid approximately $402,000 for severance pay and benefits through December 31, 2002 and $179,000 during the six-month period ended June 30, 2003 and expects to pay the balance of approximately $430,000 during the second half of 2003.

Note 8 — Related Party Transactions:

Financial Advisory Agreement. The Company is party to an agreement with Hicks, Muse & Co. Partners, L.P. (“Hicks Muse Partners”), pursuant to which the Company reimburses Hicks Muse Partners, an affiliate of Hicks Muse, for certain expenses incurred by it in connection with rendering services relating to acquisitions, sales, mergers, exchange offers, recapitalization, restructuring or similar transactions allocable to the Company. The Company incurred fees under this arrangement of $23,000 and $38,000 for the three and six months ended June 30, 2003, respectively, and $36,000 and $57,000 for the three and six months ended June 30, 2002, respectively.

Monitoring and Oversight Agreement. The Company was party to an agreement with Hicks Muse Partners, pursuant to which the Company agreed to pay Hicks Muse Partners an annual fee (payable quarterly) for oversight and monitoring services. Hicks Muse Partners was also entitled to reimbursement for any expenses incurred by it in connection with rendering services allocable to the Company. The annual fee was approximately $368,000 for the period ended June 30, 2002. The Company and Hicks Muse Partners agreed to terminate this agreement on May 2, 2002 in exchange for an aggregate fee of $16.0 million consisting of an amount payable in cash of $6.2 million, $7.1 million in a promissory note and vested warrants to purchase 123,466 shares of the Company’s class B common stock at a price of $0.01 valued at $2.7 million.

Other Investment. The Company’s Chief Executive Officer serves on the Board of Directors of an internet company in which the Company has invested. The Company incurred fees for internet services provided by this company of approximately $121,000 and $284,000 for the three and six months ended June 30, 2003, respectively, and $124,000 and $245,000 for the three and six months ended June 30, 2002, respectively.

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Note 9 — Contingencies:

GECC Note. GECC provided debt financing in connection with the formation of the joint venture with NBC in the form of an $815.5 million 25-year non-amortizing senior secured note bearing an initial interest rate of 8.0% per annum. During the last five years, the joint venture has produced cash flows to support the interest payments and to maintain minimum levels of required working capital reserves. In addition, the joint venture has made cash distributions to the Company and to NBC from the excess cash generated by the joint venture of approximately $19.3 million on average each year during the past three years. Accordingly, the Company expects that the interest payments on the GECC note will be serviced solely by the cash flow of the joint venture. The GECC note is not an obligation of the Company, but is recourse to the joint venture, the Company’s equity interests therein and to LIN TV Corp., pursuant to a guarantee. If the joint venture were unable to pay principal or interest on the GECC note and GECC could not otherwise get its money back from the joint venture, GECC could require LIN TV Corp. to pay the shortfall of any outstanding amounts under the GECC note. If this happened, the Company could experience material adverse consequences, including:

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

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

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

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

Note 10 — Earnings Per Share:

     Basic and diluted loss per common share are computed in accordance with SFAS No. 128, “Earnings per Share.” Basic loss per common share is computed by dividing loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. There is no difference between basic and diluted loss per common share since potential common shares from the exercises of stock options and phantom units are anti-dilutive for all periods presented. Options to purchase 3,617,000 and 3,058,000 shares of common stock, and phantom units exercisable into 621,000 and 677,000 shares of common stock, were outstanding at June 30, 2003 and 2002, respectively, but were not included in the calculation of diluted loss per share because the effect of their inclusion would have been anti-dilutive.

Note 11 — Income Taxes:

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

Note 12 — Recently Issued Accounting Pronouncements:

     In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51.” This Interpretation clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. In accordance with FIN 46, and as a result of an interest in Banks Broadcasting, Inc. held by an affiliate of Hicks Muse, the Company will consolidate Banks Broadcasting, Inc.’s results of operations in the third quarter of 2003.

     On April 30, 2003 the FASB issued FASB Statement No. 149 (SFAS No. 149), “Amendment of Statement 133 on

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Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies the accounting guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope of FASB Statement No. 133 (SFAS No. 133), “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 149 amends SFAS No. 133 and certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS No. 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions, and (2) for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively. The Company does not believe that SFAS No. 149 will have a significant impact on reported financial position or results of operations.

     In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS 150”). This statement addresses financial accounting and reporting for financial instruments with characteristics of both liabilities and equity and is effective at the beginning of the first interim period beginning after June 12, 2003. The adoption of the new standard does not have a significant impact on the Company’s results of operations or financial position.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Forward-Looking Statements

     This quarterly report on Form 10-Q contains certain forward-looking statements with respect to our financial condition, results of operations and business, including statements under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All of these forward-looking statements are based on estimates and assumptions made by our management which, although we believe to be reasonable, are inherently uncertain. Therefore, you should not place undue reliance upon such estimates and statements. We cannot assure you that any of such estimates or statements will be realized and it is likely that actual results will differ materially from those contemplated by such forward-looking statements. Factors that may cause such differences include:

• volatility and changes in our advertising revenues;

• the outbreak and duration of hostilities or the occurrence of terrorist attacks and the duration and extent of network preemption of regularly scheduled programming and decisions by advertisers to withdraw or delay planned advertising expenditures as a result of military action or terrorist attacks;

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

• effects of complying with new accounting standards, including with respect to the treatment of our intangible assets;

• inability to consummate acquisitions on attractive terms;

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

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

• increased costs, including increased capital expenditures as a result of necessary technological enhancements such as expenditures related to the transition to digital broadcasting, or acquisitions or increased programming costs;

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

• loss of network affiliations;

• adverse state or federal legislation or regulation or adverse determinations by regulators including adverse changes in, or interpretations of, the exceptions to the FCC “duopoly” rule; and

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

     Many of these factors are beyond our control. Forward-looking statements contained herein speak only as of the date hereof. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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Overview

     We are a leading pure-play television company covering the United States of America and Puerto Rico. Our stations cover approximately 6.7% of U.S. television households and all of the 1.2 million television households in Puerto Rico. 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

     We own 22 stations, operate 2 stations pursuant to local marketing agreements and have equity investments in 5 stations. The following table lists the stations that we either operate or in which we have an equity investment:

	DMA
Market	Rank(1)	Station	Affiliation	Channel	Status(2)	% of DMA TV HH(1)
LIN Television Stations
Indianapolis, IN	25	WISH-TV	CBS	8	O&O	0.96%
		WIIH-CA	Univision	11	O&O
Hartford-New Haven, CT	27	WTNH-TV	ABC	8	O&O	0.92%
		WCTX-TV	UPN	59	O&O
Grand Rapids-Kalamazoo-	38	WOOD-TV	NBC	8	O&O	0.67%
Battle Creek, MI		WOTV-TV	ABC	41	O&O
		WXSP-CA	UPN	Various	O&O
Norfolk-Portsmouth-Newport	41	WAVY-TV	NBC	10	O&O	0.64%
News, VA		WVBT-TV	FOX	43	O&O
Buffalo, NY	44	WIVB-TV	CBS	4	O&O	0.60%
		WNLO-TV	UPN	23	O&O
Providence, RI-	48	WPRI-TV	CBS	12	O&O	0.59%
New Bedford, MA		WNAC-TV	FOX	64	LMA
Austin, TX	54	KXAN-TV	NBC	36	O&O	0.52%
		KNVA-TV	WB	54	LMA
		KBVO-CA	Telefutra	Various	O&O
Dayton, OH	58	WDTN-TV	ABC	2	O&O	0.48%
Flint-Saginaw-Bay City, MI	64	WEYI-TV	NBC	25	O&O	0.44%
Toledo, OH	68	WUPW-TV	FOX	36	O&O	0.41%
Fort Wayne, IN	104	WANE-TV	CBS	15	O&O	0.25%
Springfield-Holyoke, MA	106	WWLP-TV	NBC	22	O&O	0.24%

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Springfield-Holyoke, MA	106	WWLP-TV	NBC	22	O&O	0.24%
Lafayette, IN	189	WLFI-TV	CBS	18	O&O	0.06%
San Juan, PR	—	WAPA-TV	IND	4	O&O
		WJPX-TV	IND	24	O&O

Operated by WAND (TV) Partnership

Champaign-Springfield-Decatur, IL 82 WAND-TV ABC 17 JV 0.35%

Operated by Banks Broadcasting, Inc.

Wichita, KS	66	KWCV-TV	WB	33	JV	0.42%
Boise, ID	124	KNIN-TV	UPN	9	JV	0.20%

Operated Under NBC Joint Venture

Dallas-Forth Worth, TX	7	KXAS-TV	NBC	5	JV	2.06%
San Diego, CA	26	KNSD-TV	NBC	39	JV	0.94%

     1.     DMA rank and percentage of DMA TV households, or DMA TV HH, estimates are taken from Nielsen Media Research Local Universe Estimates for the 2002-2003 Broadcast Season, September 21, 2002. The DMA rank lists the top 210 DMAs with #1 representing the largest DMA market in terms of television households.

     2.     “O&O” indicates stations we own and operate. “LMA” indicates stations to which we provide services under a local marketing agreement. An LMA is a programming agreement between two separately owned television stations serving a common television market. Under an LMA agreement, the licensee of one station provides substantial portions of the broadcast programming for airing on the other licensee’s station, subject to ultimate programming and other controls being exercised by the second licensee, and sells advertising time. “JV” indicates a station owned and operated by a joint venture in which we are a party.

     We have a 33.3% interest in WAND (TV) Partnership with Block Communications, which owns and operates WAND-TV, an ABC affiliate in Decatur, Illinois. On April 1, 2000, we exchanged, with Block Communications, Inc., a 66.7% interest held by us in certain assets of WAND-TV, including its FCC license and network affiliation agreement, for substantially all of the assets and certain liabilities of WLFI-TV, Inc. Immediately after the WAND-TV exchange, we and Block Communications contributed our respective interests in the WAND-TV assets to a partnership, whereby we received a 33.3% interest in the partnership and Block Communications received a 66.7% interest. We provide ongoing management oversight to the partnership, including engineering and cash management services, pursuant to a management services agreement with the partnership. During the year ended December 31, 2002, the partnership had $8.1 million in revenue and we received an aggregate of $800,000 in distributions from the partnership. The partnership has no outstanding significant debt obligations and the partners have not provided a guarantee to the partnership.

     We also hold a 50% non-voting equity interest in Banks Broadcasting, Inc., which owns and operates KWCV-TV, a WB affiliate in Wichita, Kansas and KNIN-TV, a UPN affiliate in Boise, Idaho. On August 15, 2000, we, 21st Century Group, L.L.C., an entity in which Hicks Muse has a substantial economic interest, and BancAmerica Capital Investors SBICI, L.P. formed Banks Broadcasting, Inc. We contributed our interest in WLBB Broadcasting, LLC, and we and 21st Century both contributed our respective interests in Banks-Boise, Inc., to Banks Broadcasting, Inc. Two of our officers serve as members of the Board of Directors of Banks Broadcasting, Inc. We provide cash management, accounting and engineering support services to Banks Broadcasting, Inc. in exchange for a fixed annual fee pursuant to a management services agreement with Banks Broadcasting, Inc. In addition, we provide 50% of the capital contributions to fund capital expenditures for property, plant, and equipment, and for working capital shortfalls incurred by Banks Broadcasting, Inc. As of June 30, 2003, we had an investment of $12.1 million in Banks Broadcasting, Inc.

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     We provide services under a joint sales agreement to two stations, WZPX-TV in Grand Rapids, Michigan, and WPXV-TV in Norfolk, Virginia, which are owned by Paxson Communications Corporation

     We also have an approximate 20% equity interest in a television station joint venture with NBC, which owns all of the remaining interest. The joint venture, which we entered into with NBC on March 3, 1998, consists of television stations KXAS-TV, formerly our Dallas, Texas NBC affiliate, and KNSD-TV, formerly NBC’s San Diego, California NBC affiliate. A wholly owned subsidiary of NBC is the general partner of the joint venture. NBC operates the stations and has managerial control over the joint venture pursuant to a management agreement. GECC provided debt financing for the joint venture 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 (“GECC Note”). We expect that the interest payments on the GECC Note will be serviced solely by the cash flow of the joint venture. All cash of the joint venture available for distribution will be distributed to us and the NBC general partner based on our respective equity interests in the joint venture. The joint venture generated $76.5 million of revenue and distributed $3.3 million of cash to us for the six months ended June 30, 2003. During the year ended December 31, 2002, the joint venture generated $170.9 million of revenue and distributed $5.6 million of cash to us.

     We own or operate 28 additional low-power television stations, of which 22 received class A status. In Grand Rapids, Michigan, Austin, Texas and Indianapolis, Indiana we have been able to program multiple low power stations in a “network” covering the majority of the applicable market and functioning like a full-power station. Our low power stations in these three markets are affiliated with UPN, Univision’s Telefutura network and the Univision network, respectively. The remaining 14 low power stations are independent and used primarily to extend the coverage of the primary stations.

Business Combinations and Dispositions

     We have developed our business through a combination of acquisitions, dispositions and organic growth. We have acquired and disposed of the following businesses and assets during 2003 and 2002:

• UHF Television Channel Licenses: On December 20, 2002, we acquired for $4.3 million, the licenses to 12 MHz of spectrum currently allocated to television channels 54 and 59 in the following markets: Austin, Texas; Hartford-New Haven, Connecticut; Springfield, Massachusetts; and Providence, Rhode Island. On June 18, 2003, we acquired an additional 13 licenses for $1.98 million mostly located in our current contiguous broadcast service area: Muskegon, Michigan to Fort Wayne, Indiana and Muncie and Lafayette, Indiana. The spectrum can be utilized for any purpose other than analog television.

• KRBC-TV and KACB-TV: On December 13, 2002, we entered into an agreement with Mission Broadcasting, Inc. to sell the broadcast licenses and operating assets of KRBC-TV in Abilene, Texas and KACB-TV in San Angelo, Texas for $10.0 million in cash. In December 2002, we received a $1.5 million deposit for the stations. On January 1, 2003, Mission Broadcasting began operating both stations under a local market agreement. On June 13, 2003, we completed the transaction and received the remaining $8.5 million in cash.

• KVLY-TV, KFYR-TV, KMOT-TV, KUMV-TV and KQCD-TV: On May 2, 2002, in conjunction with the acquisition of Sunrise Television Corp. (“Sunrise”), we sold to Smith Television of North Dakota, Inc. (“Smith Television”) the broadcast licenses of KVLY-TV in Fargo, North Dakota and KFYR-TV in Bismarck, North Dakota and its three satellite stations KMOT-TV in Minot, North Dakota, KUMV-TV in Williston, North Dakota and KQCD-TV in Dickinson, North Dakota for $1.0 million and we retained the other operating assets and the cash flows provided by the North Dakota television stations. We completed the transaction on August 23, 2002 receiving an additional $35.0 million for the remaining assets of the North Dakota stations.

• Sunrise Television: On May 2, 2002, concurrent with the consummation of our initial public offering, we acquired all of the common stock of Sunrise. The Sunrise acquisition added seven stations to our operations, four of which are now owned and operated by us, two stations that were sold to Mission Broadcasting (see KRBC-TV and KACB-TV note above), and one station that is operated under a local marketing agreement. We issued common stock and options with a value of approximately $10.3 million in exchange for all of Sunrise’s common stock and options. Prior to the acquisition, affiliates of Hicks Muse held Sunrise 14% redeemable preferred stock and 14% senior subordinated notes with a face value including accrued interest and accumulated dividends, of

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	$87.7 million as of May 2, 2002, and exchanged these obligations for 3,736,000 shares of our class B common stock on May 2, 2002. We used part of the proceeds from the initial public offering to repay the remaining debt of Sunrise. We have accounted for this transaction under the purchase method of accounting.
•	WCTX-TV: On April 26, 2002, we acquired the broadcast license and certain operating assets of WCTX-TV from KW-TV, Inc. The total purchase price, including transaction costs, was approximately $4.7 million, and was funded by available cash.
•	WNAC-TV: On April 22, 2002, we sold to Super Towers, Inc. the broadcast license and certain related assets of WNAC-TV in exchange for a $2.5 million promissory note due in June 2006. On May 30, 2003 we signed an option agreement with Super Towers to purchase WNAC-TV.
•	WVBT-TV: On January 31, 2002, we acquired the broadcast license and certain operating assets of WVBT-TV from Beach 43 Corporation. The total purchase price, including transaction costs, was approximately $3.0 million, and was funded by available cash.
•	WOTV-TV: On January 29, 2002, we acquired the broadcast license and certain operating assets of WOTV-TV from Channel 41, Inc. The total purchase price, including transaction costs, was approximately $2.9 million, and was funded by available cash.

Results of Operations

     Set forth below are the significant factors that contributed to our operating results for the three and six months ended June 30, 2003 and 2002, respectively. Our results from operations from period to period are not directly comparable because of the impact of the acquisition of Sunrise Television on May 2, 2002. WCTX-TV, WVBT-TV and WOTV-TV were operated under local marketing agreements prior to their acquisition by us and, therefore, the acquisitions do not affect the comparability of the results of operations for the periods presented.

     As noted below, there are a number of trends or uncertainties affecting us in particular and the broadcast industry in general which may impact our revenues and operating results. These include the possibility of further military action or domestic disruptions such as terrorist attacks which could result in the interruption of regular programming and the postponement or cancellation of advertising purchases. The business relationship with our networks is also likely to undergo significant changes in the future. In addition to the possible decline in network compensation in some instances, there may be additional demands by the networks to contribute to the cost of certain programming, including high-profile sporting events such as the National Football League and the Olympics, which may or may not be offset by the provision of additional advertising time. Additional uncertainties arise from costs of non-network programming which have declined in recent years but which historically have been volatile and could well increase in the future because of increased competition from both broadcast stations and cable networks. The industry as a whole continues to be subject to increased competition from national cable networks and direct satellite networks resulting in continued audience fragmentation. Moreover, the clustering of cable ownership on the local level could lead to increased competition from cable in the local advertising market.

			Three Months Ended June 30,				Six Months Ended June 30,
			2003		2002		2003		2002
Net revenues			$	91,078	$	89,168	$	166,332	$	151,691
Operating costs and expenses:
	Direct operating			25,260		23,347		49,990		43,304
	Selling, general and administrative			23,187		20,590		44,600		36,454
	Amortization of program rights			5,431		5,452		10,705		10,134
		Station operating income		37,200		39,779		61,037		61,799
	Corporate			4,182		2,290		8,102		4,418
	Restructuring charge			102		—		102		—
	Depreciation and amortization of intangible assets			8,087		7,004		16,241		12,726
Operating income			$	24,829	$	30,485	$	36,592	$	44,655

     Net revenues consist primarily of national and local airtime sales, net of sales adjustments and agency commissions. Additional, but less significant, amounts are generated from network compensation, internet revenues, barter revenues,

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production revenues, tower rental income and carriage or retransmission agreements.

     Net revenues for the three and six months ended June 30, 2003 increased approximately 2.1% to $91.1 million and 9.7% to $166.3 million, respectively, compared to net revenue of $89.2 million and $151.7 million for the same periods last year. This increase was principally due to the Sunrise acquisition, which resulted in an additional $3.9 million and $15.7 million of net revenue for the three and six months ended June 30, 2003, respectively. We experienced a decrease of approximately 0.7% and 2.5% for the three and six months ended June 30, 2003, respectively, in advertising revenue at our other television stations due to disruptions in regularly scheduled programming as a result of the coverage of the war in Iraq and rescheduling or delay of scheduled advertising campaigns by some of our advertisers that sought to avoid being associated with war coverage.

     Direct operating expenses, consisting primarily of news, internet, engineering, programming and music licensing costs, for the three and six months ended June 30, 2003 increased 8.2% to $25.3 million and 15.4% to $50.0 million, respectively, compared to direct operating expenses of $23.3 million and $43.3 million for the same periods last year. The increase is primarily due to the Sunrise acquisition, which resulted in an additional $1.8 million and $5.9 million of direct operating expenses for the three and six months ended June 30, 2003, respectively.

     Selling, general and administrative expenses, consisting primarily of selling costs, sales commissions, general and administrative costs and other employee benefit costs, advertising and promotional expenses, for the three and six months ended June 30, 2003 increased 12.6% to $23.2 million and 22.3% to $44.6 million, respectively, compared to selling, general and administrative expenses of $20.6 million and $36.5 million for the same periods last year. The increase is primarily due to the Sunrise acquisition, which resulted in an additional $1.9 million and $5.7 million of selling, general and administrative expenses for the three and six months ended June 30, 2003, respectively. The increase was also due to approximately $232,000 and $757,000 in increased rating service expenses and $241,000 and $542,000 in increased pension costs for the three and six months ended June 30, 2003, respectively.

     Amortization of program rights represents costs associated with the acquisition of syndicated programming, features and specials. Amortization of program rights of $5.4 million for the three months ended June 30, 2003 remained relatively flat compared to the three months ended June 30, 2002. Amortization of program rights increased 5.6% to $10.7 million for the six months ended June 30, 2003 compared to $10.1 million for the same period in the prior year. The increase is primarily due to the Sunrise acquisition, which resulted in an additional $1.6 million of program rights amortization for the six months ended June 30, 2003, offset in part by a decrease of approximately $1.0 million in amortization expense as a result of renegotiations with a major program supplier.

     Corporate expenses, representing costs associated with the centralized management of our stations, for the three and six months ended June 30, 2003 increased 82.6% to $4.2 million and 83.4% to $8.1 million, respectively, compared to corporate expenses of $2.3 million and $4.4 million for the same periods last year. This is primarily due to increases of approximately $535,000 and $1.4 million in professional fees, $241,000 and $477,000 in directors and officers insurance expenses, and $243,000 and $389,000 in pension expense, for the three and six months ended June 30, 2003, respectively. This increase was offset by a decrease of approximately $367,000 in Hicks Muse monitoring fees and $291,000 in management income from Sunrise for the six months ended June 30, 2003.

     Depreciation and amortization of intangible assets for the three and six months ended June 30, 2003 increased 15.5% to $8.1 million and 27.6% to $16.2 million, respectively, compared to depreciation and amortization of intangible assets of $7.0 million and $12.7 million for the same periods last year. The increase is primarily due to the Sunrise acquisition, which resulted in an additional $600,000 and $2.2 million in depreciation and amortization expense for the three and six months ended June 30, 2003, respectively. The remaining increase is the result of increased capital additions related to the digital conversion and clustering.

     During the second half of 2002, as a result of centralizing the master control transmission facilities in Indianapolis, Indiana and Springfield, Massachusetts, we recorded a pre-tax restructuring charge of approximately $909,000 for severance pay and benefits relating to the termination of 60 full time equivalent employees in the master control, sales support and business office areas. All employees had been informed of their termination benefits in the period that the charge was recorded. We recorded an additional $102,000 of restructuring charges for the three months ended June 30, 2003. We have paid approximately $402,000 for severance pay and benefits through December 31, 2002 and $179,000 during the six-month period ended June 30, 2003 and expect to pay the balance of approximately $430,000 during the second half of 2003.

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Other (Income) Expense

     Interest expense for LIN TV Corp. decreased 32.8% to $15.2 million and 25.6% to $35.8 million for the three and six months ended June 30, 2003, respectively, compared to $22.7 million and $48.1 million for the same periods last year. The decrease is due to interest expense savings of approximately $1.1 million resulting from the early repayment of LIN Television’s 8 3/8% Senior Subordinated Notes due in 2008 in the aggregate principal amount of $300.0 million and a decrease of approximately $9.9 million and $13.2 million for the three and six months ended June 30, 2003, respectively, resulting from the early repayment of the remaining outstanding debt of LIN Holdings, consisting of $276.0 million aggregate principal amount of 10% Senior Discount Notes due 2008 and $100.0 million aggregate principal amount of 10% Senior Discount Add-On Notes due 2008. This decrease was offset by an increase in interest expense of $2.8 million in each of the three and six months ended June 30, 2003 resulting from the issuance in May 2003 of the 6 1/2% Senior Subordinated Notes due in 2013 and the 2.50% Exchangeable Senior Subordinated Debentures due in 2033.

     Interest expense for LIN Television increased 23.0% to $15.2 million and 3.3% to $28.7 million for the three and six months ended June 30, 2003, respectively, compared to $12.4 and $27.7 million for the same periods last year. The increase is primarily due to approximately $1.8 million resulting from the 6 1/2% Senior Subordinated Notes due in 2013, $434,000 in interest and $527,000 in amortization of discount from the 2.50% Exchangeable Senior Subordinated Debentures due in 2033, borrowed in May 2003, for the three and six months ended June 30, 2003, respectively.

     Investment income decreased 19.4% to $370,000 and 50.7% to $750,000 for the three and six months ended June 30, 2003, respectively, compared to $459,000 and $1.5 million for the same periods last year as a result of the redemption of all 500,000 of Southwest Sports Group’s Series A Preferred Units on May 7, 2002.

     Share of loss in equity investments decreased 36.0% to $1.7 million and 65.4% to $1.4 million for the three and six months ended June 30, 2003, respectively, compared to $2.6 million and $4.1 million for the same periods last year. This decrease was primarily the result of the operating performance of the stations included in our joint venture with NBC.

     The gain on derivative instruments, derived from the mark-to-market of such instruments, increased to a gain of $4.8 million for the three and six months ended June 30, 2003, respectively, compared to $1.0 million and $2.2 million, respectively, for the same periods last year.

     We recorded a loss on disposition of property and equipment of $1.0 million for the six months ended June 30, 2003, principally as a result of the obsolescence of equipment due to the digital conversion.

     We recorded a loss of $23.6 million and $53.1 million for the three and six months ended June 30, 2003, respectively, related to the write-off of unamortized financing fees and discounts and associated costs in connection with the early extinguishment of the LIN Holdings 10% Senior Discount Notes and the LIN Television 8 3/8% Senior Subordinated Notes.

Provision for Income Taxes

     LIN TV Corp.’s provision for income taxes for the three-month period ended June 30, 2003 decreased to approximately $2.6 million compared to $5.1 million for the same period last year. The provision for income taxes for the six-month period ended June 30, 2003 decreased to approximately $5.3 million compared to $23.3 million for the same period last year. As more fully discussed below, LIN TV Corp. records a valuation allowance on its deferred tax assets. The change for the three-month period ended June 30, 2003 over the same period last year is primarily due to a reduction in originating deferred tax assets requiring a valuation allowance. The change for the six-month period ended June 30, 2003 over the same period last year was primarily due to LIN TV Corp. recording a one-time charge of $19.9 million during the six-month period ended June 30, 2002 to establish a valuation allowance on all of its deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. Prior to January 1, 2002, LIN TV Corp. recorded deferred tax liabilities relating to the difference in the book and tax basis of goodwill and intangibles. The reversals of those deferred tax liabilities were utilized to support the recognition of the deferred tax assets recorded by LIN TV Corp.. As a result of the adoption of SFAS No. 142, those deferred tax liabilities will no longer reverse on a scheduled basis and can no longer be utilized to support the realization of deferred tax assets. LIN TV Corp. uses a discrete provision in order to more accurately calculate its provision for income taxes.

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     LIN Television Corporation’s benefit for income taxes for the three and six-month periods ended June 30, 2003 is approximately $623,000 and $1.3 million, respectively, compared to a provision of approximately $4.2 million and $5.2 million for the same periods last year. These changes were primarily due to LIN Television recording a loss for the period related to the loss on early extinguishment of debt. LIN Television uses a discrete provision in order to more accurately calculate its provision for income taxes.

Liquidity and Capital Resources

     Our principal sources of funds for working capital have historically been cash from operations, borrowings under our senior credit facilities, as well as funds from our initial public offering in May 2002. At June 30, 2003, we had cash of $21.6 million and a $191.9 million committed revolving credit facility of which $50.0 million is outstanding at June 30, 2003, leaving $141.9 million committed, but undrawn. We have the ability to increase the revolving credit commitments up to $235.0 million.

     Net cash provided by operating activities was $11.6 million and $9.9 million for the six months ended June 30, 2003 and 2002, respectively. The net increase was principally related to the write-off of unamortized financing fees and discounts and associated costs in connection with the early extinguishment of the LIN Holdings 10% Senior Discount Notes due in 2008 and of LIN Television 8 3/8% Senior Subordinated Notes due in 2008 of approximately $50.6 million. This increase was offset by a decrease of $30.7 million in impairment of intangible assets, net of tax benefit, recognition of $17.1 million in deferred income taxes and $4.8 million in interest income on our investment in Southwest Sports Group preferred units. Net cash used by operating activities for LIN Television was $12.1 million, a difference of $526,000 from LIN TV Corp., as a result of cash interest payments. This difference is also a factor in net cash used in financing activities.

     Net cash provided by investing activities was $26.8 million and $45.2 million for the six months ended June 30, 2003 and 2002, respectively. The change was primarily due to redemptions of short-term investments of approximately $23.7 million, proceeds from sale of KRBC-TV and KACB-TV of approximately $10.0 million, and increased capital distributions from equity investments of approximately $2.6 million, compared with payments for business acquisitions of approximately $10.6 million, capital contributions to equity investments of $1.1 million and LMA expenditures of $500,000 for the same period in the prior year.

     Our capital expenditures primarily include building improvements, broadcasting equipment, studio equipment, vehicles and office equipment to improve the efficiency and quality of our television broadcasting operations. We have engaged in a number of capital-intensive enterprises such as the conversion to digital and regional clustering. We believe that the bulk of the capital required for these enterprises has been expended or will be expended by the conclusion of 2003, but there may be additional expenditures in the future, especially if we are successful in acquiring additional stations which may not be as advanced in their digital construction and which may need to be clustered with our existing stations.

     The large majority of our digital facilities are constructed and we are presently in compliance with Federal Communication Commission deadlines with respect to the remaining unbuilt facilities. We believe that all of the remaining unbuilt facilities could be constructed in 2003, though a few may remain unbuilt with Federal Communication Commission permission pending resolution of interference issues. Failure to comply with the Federal Communication Commission mandated timetables, would subject us to Federal Communication Commission sanctions. These sanctions consist initially of an admonition and six further months to construct required facilities, followed by a forfeiture or fine of an unspecified amount and six more months to construct required facilities, followed by termination of the digital authorization.

     Our capital expenditures were $4.1 million and $10.2 million for the three and six months ended June 30, 2003, respectively, compared to $13.2 million and $18.4 million for the same periods last year. The decrease is primarily due to the majority of our conversion to digital television occurring in 2002. We expect to incur an additional $4.5 million in capital expenditures in 2003 with respect to the completion of the digital television conversion. We expect that we will make aggregate capital expenditures of approximately $35.0 million during the year ended December 31, 2003.

     Net cash used in financing activities was $160.6 million for the six months ended June 30, 2003 compared to net cash provided by financing activities of $74.5 million for the same period last year. The change was primarily due to the payment of approximately $711.9 million for the six months ended June 30, 2003 to retire LIN Holdings 10% Senior Discount Notes due 2008, LIN Holdings 10% Senior

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Discount Add On Notes due 2008 and LIN Television 8 3/8% Senior Subordinated Notes due in 2008, including related expenses, compared to $304.9 million for the same period last year. This was partially offset by a net increase of $560.0 million in proceeds from our long-term and revolver debt for the six months ended June 30, 2003, compared to proceeds of $399.9 million from our initial public offering for the same period last year.

     We used the proceeds from the LIN Television $200.0 million 6 1/2% Senior Subordinated Notes due in 2013 and $125.0 million 2.50% Exchangeable Senior Subordinated Notes due in 2033 to retire $300.0 million aggregate principal amount on LIN Television’s 8 3/8% Senior Subordinated Notes due in 2008.

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

Contractual Obligations

     We generally rely on cash on hand and cash from operations, as well as cash from other financing sources, to satisfy our working capital, debt, capital expenditure and other contractual obligation requirements.

     The following table sets forth our estimated material contractual cash obligations, as well as planned capital expenditures and debt repayments, as of June 30, 2003 (in thousands):

	July through
	December 2003		2004-2006		2007-2008		Thereafter		Total
Principal payments and mandatory redemption on LIN TV debt(1)		23,500		40,000		485,500		200,000		749,000
Cash interest on debt(2)		20,169		118,981		51,077		133,047		323,274
Capital expenditures(3)		190		45		—		—		235
Program payments(4)		11,733		42,466		5,831		1,785		61,815
Operating leases(5)		675		2,791		770		3,145		7,381
Purchasing agreements(6)		769		—		—		—		769
Local marketing agreement payments(7)		1,065		3,992		33		—		5,090
Total	$	58,101	$	208,275	$	543,211	$	337,977	$	1,147,564

1)	We are obligated to repay our Senior Credit Facility in December 2007, our 6 1/2% Senior Subordinated Notes in May 2013 and our 2.50% Exchangeable Senior Subordinated Debentures in May 2033. However, the holders of our 2.50% Exchangeable Senior Subordinated Debentures can require us to purchase all or a portion of the debentures on each of May 15, 2008, 2013, 2018, 2023 and 2028.
2)	We have contractual obligations to pay cash interest on our Senior Credit Facility, as well as commitment fees of approximately 0.50% on our Senior Credit Facility through 2007, on our 8% Senior Notes through 2008, on our 6 1/2% Senior Subordinated Notes through 2013, and our 2.50% Exchangeable Senior Subordinated Debentures through 2033.
3)	Our annual capital expenditures may fluctuate as a result of a number of factors, including factors such as Federal Communication Commission regulatory compliance expenditures and periodic maintenance requirements. We do not currently have any committed capital expenditures for years beyond 2003.
4)	We have entered into commitments for future syndicated news, entertainment, and sports programming. We have recorded $21.3 million of program obligations as of June 30, 2003 and have unrecorded commitments of $40.5 million for programming that is not available to air as of June 30, 2003.
5)	We lease land, buildings, vehicles and equipment under non-cancelable operating lease agreements.

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6)

We have committed $769,000 in purchase orders for office and computer supplies that are unrecorded as of June 30, 2003.

7)

We have entered into options and put agreements that would enable or require us to purchase KNVA-TV and WNAC-TV for a fixed amount under certain conditions. Given changes in Federal Communications Commission ownership rules, we, at the option of the parties involved in the LMA contracts, could be required to purchase the LMA stations. The potential commitment for fulfilling the put options was approximately $4.3 million, subject to adjustments for monthly rental payments and outstanding loans, at June 30, 2003. In connection with WNAC-TV and KNVA-TV, we are committed to pay minimum future periodic fees totaling $5.1 million as of June 30, 2003

Description of Indebtedness

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

		June 30, 2003		December 31, 2002
Senior Credit Facilities:
	Term Loan	$	175,000	$	—
	Revolver		50,000		—
$200,000, 6 1/2% Senior Subordinated Notes due 2013			200,000		—
$125,000, 2.50% Exchangeable Senior Subordinated
Debentures due 2033 (net of discount of $20,533 at June 30, 2003)			104,467		—
$210,000, 8% Senior Notes due 2008 (net of discount of $5,409 and $5,996 at June 30, 2003 and
December 31, 2002, respectively)			204,591		204,004
$300,000, 8 3/8% Senior Subordinated Notes due 2008
(net of discount of $364 at December 31, 2002)			—		299,636
$276,000, 10% Senior Discount Notes due 2008
(net of discount of $4,443 at December 31, 2002)			—		271,557
$100,000, 10% Senior Discount Notes due 2008
(net of discount of $10,677 at December 31, 2002)			—		89,323
Total debt			734,058		864,520
Less current portion			7,000		106,154
	Total long-term debt	$	727,058	$	758,366

Senior Credit Facility

     On February 7, 2003, we obtained a new $175.0 million term loan, as part of an amendment to our existing credit facility. In connection with this amendment we recorded approximately $1.0 million of deferred financing costs. In March 2003, we used the proceeds from the new loan, a drawdown of $75.0 million from our existing revolving credit facility and cash on hand to retire the debt of our LIN Holdings Corp. subsidiary (“LIN Holdings”), consisting of $276.0 million aggregate principal amount of 10% Senior Discount Notes due 2008 and $100.0 million aggregate principal amount of 10% Senior Discount Add-On Notes due 2008. We incurred a charge of approximately $29.5 million related to the write-off of unamortized financing fees and discounts and associated costs as a result of the early

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extinguishment of LIN Holdings’ debt.

     The repayment of the term loan begins September 30, 2003 with 1% repaid each quarter until final maturity on December 31, 2007. The revolving credit facility is available until the scheduled termination date of March 31, 2005. Borrowings under the senior 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 ratios specified in the senior 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 senior credit facilities, in addition to annual agency and other administration fees.

     The revolving credit facility may be used for general corporate purposes including, without limitation, permitted acquisitions and redemptions of our publicly traded securities not to exceed $50.0 million in the aggregate of our common stock and/or our subsidiaries’ publicly-traded indebtedness and we 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.

Prepayments

     The senior credit facility permits 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 prepayments of term loans, and thereafter 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.

     Mandatory and optional prepayments of the term loans are allocated pro rata between the term loans as applicable, and applied ratably based on the number of remaining installments under each. Any prepayment of adjusted LIBOR loans other than at the end of an interest period will be subject to reimbursement of breakage costs.

Covenants

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

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

Events of Default

     The senior 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.

6 1/2% Senior Subordinated Notes

     In May 2003, LIN Television issued $200.0 million aggregate principal amount at maturity of 6 1/2% Senior Subordinated Notes due in 2013 in a private placement. The 6 1/2% Senior Subordinated Notes are unsecured and are subordinated in right of payment to all of our existing and future senior indebtedness, including our senior credit facilities and 8% Senior Notes due in 2008, and will rank equally in right of payment with all of our senior subordinated indebtedness, including our 2.50% Exchangeable Senior Subordinated Debentures due in 2033. The 6 1/2% Senior Subordinated Notes are guaranteed, jointly and severally, on an unsecured senior subordinated basis by LIN TV Corp. and LIN Television’s direct and indirect, existing and future, domestic restricted subsidiaries. Financing costs of $4.7

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million were incurred in connection with the issuance and are being amortized over the term of the debt. Cash interest on the 6 1/2% Senior Subordinated Notes accrues at 6 1/2% per annum and will be payable semi-annually in arrears commencing on November 15, 2003. LIN Television may redeem the 6 1/2% Senior Subordinated Notes at any time on or after May 15, 2008 at the redemption prices set forth below, (if redeemed during the 12 month period beginning on May 15 of each of the years set forth below):

Year	Price ( as a percentage of outstanding principal amount)
2008		103.250	%
2009		102.167	%
2010		101.083	%
2011 and thereafter		100.000	%

We may also redeem up to 35% of the 6 1/2% Senior Subordinated Notes using proceeds of certain equity offerings completed before May 15, 2006 at 106.5% of the outstanding principal amount thereof plus accrued and unpaid interest to the redemption date

     The 6 1/2% Senior Subordinated Notes are also subject to early redemption provisions in the event of a change of control, which may require LIN Television to repurchase the 6 1/2% Senior Subordinated Notes at a price equal to 101% of the principal amount of the note, together with accrued and unpaid interest. The indenture governing the 6 1/2% Senior Subordinated Notes limits, among other things; the incurrence of additional indebtedness and issuance of capital stock; the payment of dividends on, and redemption of capital stock of certain of our subsidiaries; liens; mergers, consolidations and sales of all or substantially all of the assets of certain of our subsidiaries; asset sales; asset swaps; restricted payments and transactions with affiliates.

2.50 % Exchangeable Senior Subordinated Debentures

     In May 2003, LIN Television issued $125.0 million aggregate principal amount at maturity of 2.50 % Exchangeable Senior Subordinated Debentures due in 2033 in a private placement. The debentures are unsecured and subordinated in right of payment to all of LIN Television’s existing and future senior indebtedness including its senior credit facilities and 8% Senior Notes due in 2008 and rank on a parity in right of payment with all of its senior subordinated indebtedness, including the 6 1/2% Senior Subordinated Notes due in 2013. The debentures are guaranteed, jointly and severally, on an unsecured senior subordinated basis by LIN TV Corp., and LIN Television’s direct and indirect, existing and future, domestic restricted subsidiaries. Financing costs of $4.1 million were incurred in connection with the issuance and are being amortized over the term of the debt. Cash interest on the debentures accrues at 2.50% per annum and will be payable semi-annually in arrears commencing on November 15, 2003. 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 LIN Television to purchase all or a portion of their debentures on May 15, 2008, 2013, 2018, 2023 or 2028 at 100% of the principal amount, plus accrued and unpaid interest. The debentures are subject to early redemption provisions in the event of a fundamental change in which LIN TV Corp.’s common stock is exchanged for or converted into consideration that is not all or substantially all common stock that is listed on a national securities exchange or quoted on Nasdaq. In addition, the indenture governing the debentures limits, among other things; the incurrence of additional indebtedness and issuance of capital stock; the payment of dividends on, and redemption of capital stock of certain of our subsidiaries; liens; mergers, consolidations and sales of all or substantially all of the assets of certain of our subsidiaries; asset sales; asset swaps; restricted payments and transactions with affiliates.

     Contingent Interest. LIN Television will 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, commencing with the six-month period beginning May 15, 2008, 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. The contingent interest payable per $1,000 principal amount of debentures is 0.25% per annum. Any contingent interest will be payable on the interest payment date at the end of the relevant six-month period.

     Exchange Rights. A holder may exchange each debenture for a number of shares of LIN TV class A common stock, equal to the exchange rate under the following conditions:

     • during any fiscal quarter commencing after June 30, 2003, if the closing sale price of LIN TV common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is more than 120% of the base exchange price (initially 120% of $37.28, or $44.7360);

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     • during any period in which the credit rating assigned to the debentures by Standard & Poor’s Rate Services (“S&P”) is below B-, or the credit rating assigned to the debentures by Moody’s Investors Services (“Moody’s”) is below B3, or either S&P or Moody’s does not assign a rating to the debentures;

     • during the five business-day period after any five consecutive trading-day period in which the trading price per debenture for each day of that period was less than 98% of the product of the closing sale price of LIN TV common stock and the exchange rate of each such day;

     • if such debentures have been called for redemption; or

     • upon the occurrence of certain corporate transactions, such as a consolidation, merger or binding share exchange pursuant to which shares of LIN TV common stock would be converted into cash, securities or other property.

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

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

     • if the applicable stock price is greater than the base exchange price, the exchange rate will be determined in accordance with the following formula; provided, however, in no event will the exchange rate exceed 46.2748, subject to the same proportional adjustment as the base exchange rate:

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

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

     Embedded Derivative Features. The 2.50% Exchangeable Senior Subordinated Debentures have certain embedded derivative instruments that are required to be separately identified and recorded at fair value with a mark-to-market adjustment required each quarter. The value of these instruments on issuance of the debentures was $21.1 million and this amount was recorded as an original issue discount and is being accreted through interest expense over the period to May 2008. The derivative instruments are recorded at fair market value in other liabilities. The Company has recorded a gain in connection with the mark-to-market of these derivative instruments of $4.8 million for the three and six months ended June 30, 2003, respectively.

     On May 13, 2003, we used the proceeds from the 6 1/2% Senior Subordinated Notes and 2.50% Exchangeable Senior Subordinated Debentures, and borrowings under the our senior credit facilities to redeem all of our $300.0 million in outstanding aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2008. We incurred a charge of $23.6 million relating to the write-off of unamortized deferred financing costs and discounts and call premiums in connection with the redemption of the notes in the three months ended June 30, 2003.

8% Senior Notes

     We have outstanding $210.0 million in aggregate principal amount of 8% Senior Notes due January 15, 2008. Interest on these notes accrues at a rate of 8% and is payable semi-annually on January 15 and July 15 of each year. We may redeem some or all of these notes at any time on or after January 15, 2005. We may also redeem up to 35% of these notes using the proceeds of certain equity offerings completed before January 15, 2004.

     These senior notes are general unsecured obligations and rank equally in right of payment with all our existing and future senior indebtedness and senior in right of payment to all our existing and future subordinated indebtedness. Each of our direct and indirect, existing and future, domestic restricted subsidiaries guarantee the senior notes on a senior basis. The indenture governing the senior notes contains a change of control provision which states, among other things, that upon a

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change of control the holders of these notes may require us to purchase all or a portion of their notes at a cash purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. In addition, the indenture governing the senior notes limits, among other things; the incurrence of additional indebtedness and issuance of capital stock; the payment of dividends on, and redemption of capital stock of certain of our subsidiaries; liens; mergers, consolidations and sales of all or substantially all of the assets of certain of our subsidiaries; asset sales; asset swaps; restricted payments and transactions with affiliates.

GECC Note

     GECC provided debt financing in connection with the formation of our joint venture with NBC in the form of an $815.5 million 25-year non-amortizing senior secured note bearing an initial interest rate of 8.0% per annum. During the last five years, the joint venture has produced cash flows to support the interest payments and to maintain minimum levels of required working capital reserves. In addition, the joint venture has made cash distributions to us and to NBC from the excess cash generated by the joint venture of approximately $19.3 million on average each year during the past three years. Accordingly, we expect that the interest payments on the GECC note will be serviced solely by the cash flow of the joint venture. The GECC note is not our obligation, but is recourse to the joint venture, our equity interests therein and to LIN TV Corp., pursuant to a guarantee. If the joint venture were unable to pay principal or interest on the GECC note and GECC could not otherwise get its money back from the joint venture, GECC could require LIN TV Corp. to pay the shortfall of any outstanding amounts under the GECC note. If this happened, 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 senior credit facilities and other outstanding indebtedness; 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, and NBC controls the operations of the stations through a management contract. Therefore, the operation and profitability of those stations and the likelihood of a default under the GECC note are primarily within NBC’s control.

Recently Issued Accounting Pronouncements

     In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51.” This Interpretation clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for variable interest entities created after January 31, 2003. In accordance with FIN 46, and as a result of an interest in Banks Broadcasting, Inc. held by an affiliate of Hick Muse, we will consolidate Banks Broadcasting, Inc.’s results of operations in the third quarter of 2003.

     On April 30, 2003 the FASB issued FASB Statement No. 149 (SFAS No. 149), “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies the accounting guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope of FASB Statement No. 133 (SFAS No. 133), “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 149 amends SFAS No. 133 and certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS No. 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions, and (2) for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively. The Company does not believe that SFAS No. 149 will have a significant impact on reported financial position or results of operations.

     In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of

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both Liabilities and Equity” (“SFAS 150”). This statement addresses financial accounting and reporting for financial instruments with characteristics of both liabilities and equity and is effective at the beginning of the first interim period beginning after June 12, 2003. The adoption of the new standard does not have a significant impact on our results of operations or financial position.

Risks Associated with Business Activities

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

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

• national and local economic conditions;

• the availability of high profile sporting events, such as the Olympics, the Super Bowl and the NCAA Men’s Basketball Tournament;

• the relative popularity of the programming on our stations;

• the demographic characteristics of our markets; and

• the activities of our competitors.

     Our programming may not attract sufficient targeted viewership or we may not achieve favorable ratings. Our ratings depend partly upon unpredictable and volatile factors beyond our control, such as viewer preferences, competing programming and the availability of other entertainment activities. A shift in viewer preferences could cause our programming not to gain popularity or to decline in popularity, which could cause our advertising revenues to decline. In addition, we and those that we rely on 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% of our total revenues for the six months ended June 30, 2003 and 22%, 21% and 22% for the years ended December 31, 2002, 2001 and 2000, respectively, consisted of automotive advertising. A significant decrease in these revenues in the future could materially and adversely affect our results of operations and cash flows, which could affect our ability to fund operations and service our debt obligations and affect the value of shares of our common stock.

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

     As of June 30, 2003, we had approximately $734.1 million of consolidated indebtedness and approximately $809.3 million of consolidated stockholders’ equity. In addition, we may incur additional indebtedness in the future. Accordingly, we will continue to have significant debt service obligations.

     Our large amount of indebtedness could, for example:

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

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

• expose us to greater interest rate risk since the interest rates on certain of our borrowings, including amounts borrowed under our senior credit facilities, vary; and

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

     Any of these consequences could have a material adverse effect on our business, liquidity and results of operations. In

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addition, our debt instruments require us to comply with covenants, including those that restrict the ability of certain of our subsidiaries to dispose of assets, incur additional indebtedness, pay dividends, make investments, make acquisitions, engage in mergers or consolidations and make capital expenditures, that will restrict the manner in which we conduct our business and may impact our operating results. Our failure to comply with these covenants could result in events of default, which, if not cured or waived, would permit acceleration of our indebtedness and acceleration of indebtedness under other instruments that contain cross-acceleration or cross-default provisions. In the past, we have obtained amendments with respect to compliance with financial ratio tests in our senior credit facilities. Consents or amendments that may be required in the future may not be available on reasonable terms, if at all.

Each of LIN TV Corp. and LIN Television have a history of net losses and a substantial accumulated deficit.

     LIN TV Corp. has had net losses of $11.2 million and $52.1 million, for the three and six months ended June 30, 2003, respectively, and $47.2 million, $61.7 million and $34.2 million for years ended December 31, 2002, 2001 and 2000, respectively, primarily as a result of amortization of intangible assets and debt service obligations. In addition, as of June 30, 2003, LIN TV Corp. had an accumulated deficit of $256.5 million. LIN TV Corp. may not be able to achieve or maintain profitability.

     LIN Television has had net losses of $7.4 million and $8.3 million for the three and six months ended June 30, 2003, respectively, and $751,000, $39.7 million and $17.5 million for the years ended December 31, 2002, 2001 and 2000, respectively, primarily as a result of amortization of intangible assets and debt service obligations. In addition, as of June 30, 2003, LIN Television had an accumulated deficit of $100.6 million. LIN Television may not be able to achieve or maintain profitability.

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

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

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

     Approximately $1.7 billion, or 80%, of our total assets as of June 30, 2003, consists of unamortized intangible assets. Intangible assets principally include broadcast licenses and goodwill. In July 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets,” which became effective for us on January 1, 2002. SFAS No. 142 requires, among other things, the discontinuance of the amortization of goodwill and broadcast licenses, and the introduction of impairment testing in its place. SFAS No. 142 also required us to complete a transitional goodwill impairment test of our goodwill and broadcast licenses for impairment. In addition, LIN TV Corp. established a valuation allowance against certain of our deferred tax assets in the absence of the reversal of taxable temporary differences associated with goodwill and broadcast licenses amortization. If at any point in the future the value of these intangible assets decreased, we would be required to incur an impairment charge that could significantly adversely impact our reported results of operations and stockholders’ equity. We have used an external appraisal firm to perform an impairment analysis of our broadcast licenses and goodwill as of December 31, 2002 and based in part on this analysis, concluded that there was no impairment as of December 31, 2002.

Our strategy includes seeking growth through acquisitions of television stations, which could pose various risks

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and increase our leverage.

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

     In addition, television station acquisitions are subject to the approval of the 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 the Federal Communications Commission 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.

Broadcast interests of our affiliates, including Hicks, Muse, Tate & Furst Incorporated, 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. Affiliates of Hicks, Muse, Tate & Furst Incorporated currently own 23,579,790 shares of LIN TV class B common stock, which represents 47.2% of LIN TV’s capital stock at June 30, 2003. 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, Tate & Furst only own shares of LIN TV class B common stock, we believe that none of our stations will be attributed to Hicks, Muse, Tate & Furst and that no stations attributed to Hicks, Muse, Tate & Furst will be attributed to us. However, if affiliates of Hicks, Muse, Tate & Furst 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, Tate & Furst 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.

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 will 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, Tate & Furst would own approximately 47.2% of our voting equity interests in LIN TV and will effectively have the ability to elect the entire board of directors and to approve or disapprove any corporate transaction or other matters submitted to LIN TV shareholders for approval, including the approval of mergers or other significant corporate transactions. The interests of Hicks, Muse, Tate & Furst and its affiliates may differ from the interests of LIN TV’s other stockholders and Hicks, Muse, Tate & Furst and its affiliates could take actions or make decisions that are not in your best interests.

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

     In addition, affiliates of Hicks, Muse, Tate & Furst as the holders of LIN TV’s class B common stock, have the right to approve, among other things, the issuance or repurchase of any of LIN TV’s securities, the sale or acquisition of any asset or the incurrence of any indebtedness with a value of 10% or more of the fair market value of our common equity securities of LIN TV’s , the merger or consolidation of LIN TV with another company or any transaction that is not in the ordinary course of business. Hicks, Muse, Tate & Furst also has an assignable right, under certain conditions, to acquire the outstanding shares of LIN TV’s class C common stock.

     Moreover, Royal W. Carson, III and Randall S. Fojtasek, two of LIN TV’s directors, together own all of LIN TV’s class C common stock and therefore possess 70% of LIN TV’s combined voting power. Accordingly, Messrs. Carson and Fojtasek will have the power to elect the entire board of directors of LIN TV and through this control, to approve or disapprove any corporate transaction or other matter submitted to the LIN TV stockholders for approval, including the approval of mergers or other significant corporate transactions. Both of Messrs. Carson and Fojtasek have prior business relations with Hicks, Muse, Tate & Furst. 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, Tate & Furst 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, Tate & Furst. 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, Tate & Furst and its affiliates. Affiliates of Hicks, Muse, Tate & Furst 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, wireless cable, satellite-to-home distribution services, pay-per-view, digital video recorders and home video and entertainment systems, have fractionalized television viewing audiences and have subjected free over-the-air television broadcast stations to new types of competition. In addition, as a result of the Telecommunications Act of 1996, the legislative ban on telephone cable ownership has been repealed and telephone companies are now permitted to seek Federal Communications Commission approval to provide video services to homes.

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

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

The loss of network affiliation agreements could materially and adversely affect our results of operations.

     The non-renewal or termination of a network affiliation agreement 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

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from networks, although in some circumstances, we make cash payments to networks.

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

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

     Annual cash interest payments on the note are approximately $66.2 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 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 has established a cash reserve of $15.0 million for the purpose of making interest payments on the note when due. Both NBC and LIN TV 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 LIN TV make a shortfall loan to cover the interest payment, an event of default would occur under the note and GECC could accelerate the maturity of the entire amount due under the note. Other than the acceleration of the principal amount of the note upon an event of default, prepayment of the principal of the note is prohibited prior to its stated maturity.

Risks Related to Our Industry

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

     During each of the three month periods ended March 31, 2003 and June 30, 2003, we experienced a loss of advertising revenue and incurred additional broadcasting expenses due to the initiation of military action. The military action has disrupted our television stations’ regularly scheduled programming and some of our clients have rescheduled or delayed advertising campaigns to avoid being associated with war coverage. We expect that if the United States of America engages in other foreign hostilities or there is a terrorist attack against the United States of America, we may lose

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additional advertising revenue and incur increased broadcasting expenses due to further pre-emption, delay or cancellation of advertising campaigns and the increased costs of providing coverage of such events. We cannot predict the extent and duration of the current, or 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 continue to negatively affect, 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.

Recently-enacted campaign finance legislation and pending election law reform proposals may substantially limit political advertising, upon which we heavily rely.

     Recently-enacted campaign finance legislation restricts spending by candidates, political parties, independent groups and others on political advertising and imposes significant reporting and other burdens on political advertising. The legislation became effective in November 2002 On May 2, 2003 a substantial part of the legislation was found by a special three judge federal district court to be unconstitutional. The legislation and the courts ruling remain subject to further review in the United States Supreme Court. It is not certain at this time precisely what will be the impact on our business of the portion of the act left standing by the lower court, but it could decrease the amount of advertising spent on television in connection with political campaigns. Moreover, if the Supreme Court reversed the lower court and upheld the currently invalidated provisions of the legislation, the adverse impact on political advertising purchases would likely increase.

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 35% 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 medium and smaller markets and two stations in 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 two recent decisions, 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 35% national television ownership cap, 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. On June 2, 2003, the Commission voted substantially to amend many of its ownership rules. The 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 can 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 precludes ownership of certain combinations of television and radio

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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., both stations were among the top four stations in the local markets in audience share, would not have to be divested. However, the Commission also determined that a non-conforming combination could not be transferred jointly either as a separate asset or through the transfer of control of the licensee, except by obtaining a waiver of the rule upon each transfer or by sale to certain eligible small business entities. The Commission also determined that it would continue to grandfather local marketing agreements entered into prior to November 5, 1996, such as our local marketing agreements in Austin, Texas, and Providence, Rhode Island, until the conclusion of a further ownership review rulemaking to be initiated in 2004, which would address the question of whether and under what circumstances the agreements would be permitted to continue.

     The amended rules are to become effective in the next few weeks. The rules are likely to be subject to requests for reconsideration and judicial review and additional requests that their effectiveness be stayed or suspended pending resolution of the requests for reconsideration and court appeals. Requests for stay are rarely granted. In addition, several bills are pending in the United States Senate and House of Representatives which would restore one or more of the earlier rules and/or suspend implementation of one or more of the amended rules.

     We are unable to predict the outcome of these regulatory, judicial or legislative proceedings. Should the new rules become effective, attractive opportunities may arise for additional television station and other media acquisitions. But these changes also create additional competition for us from other entities, such as national broadcast networks, large station groups, newspaper chains and cable operators who may be better positioned to take advantage of such changes and benefit from the resulting operating synergies both nationally and in specific markets.

     Should the new television duopoly rule become effective, we may be able to acquire the ownership of one or both of the stations in Austin, Texas, and Providence, Rhode Island, which we currently operate under local marketing agreements and which are subject to purchase option agreements entered into by our subsidiaries. Any such acquisition would be subject to the amended duopoly rule’s restriction on ownership of more than one top-four station in a market. Should we have to seek a waiver of the new rule in either case because the second station is among the top four in audience share, there is no assurance that we will be successful in obtaining it. Should a waiver be required and obtained, or should we succeed in elevating to top-four audience status the second station in any of the other markets in which we currently have two stations, we will be unable to transfer that two-station combination, either through an asset transfer or a transfer of control of us (or the applicable licensee subsidiary), without grant of another waiver or sale to an eligible small business entity. Moreover, should we be unable to obtain a waiver, there is no assurance that the grandfathering of our local marketing agreements will be permitted beyond the conclusion of the 2004 rulemaking. In 2002, we had net revenues of $18.9 million, or 5.4%, or 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 television, commonly referred to as “digital” television, in the United States of America. Our conversion to digital television requires additional capital expenditures, which we anticipate will be approximately $4.5 million in 2003, and operating costs. Implementation of digital television will improve the technical quality of over-the-air broadcast television. It is possible, however, that 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 our operations.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

     We are exposed to market risk from changes in interest rates principally with respect to our senior credit facilities, which are priced based on certain variable interest rate alternatives. There was approximately $225.0 million outstanding as of June 30, 2003 under our senior credit facilities.

     Accordingly, we are exposed to potential losses related to increases in interest rates. A hypothetical 1 percent increase in the floating rate used as the basis for the interest charged on the senior credit facility as of June 30, 2003 would result in an estimated $2.3 million increase in annualized interest expense assuming a constant balance outstanding of $225.0 million.

     We are also exposed to market risk related to changes in the interest rates through our investing activities and our floating rate credit arrangements. A hypothetical 10% increase or decrease in interest rates would not have a material impact on the carrying value of our cash equivalents due to their immediate available liquidity or their short term maturity. With respect to borrowings, our ability to finance future acquisition transactions may be impacted if we are unable to obtain appropriate financing at acceptable rates.

     Our 2.50% Exchangeable Senior Subordinated Debentures have certain embedded derivative instruments that are required to be separately identified and recorded at fair value with a mark-to-market adjustment required each quarter. The value of these instruments on issuance of the debentures was $21.0 million and this amount was recorded as an original issue discount and is being accreted through interest expense over the period to May 2008. The derivative instruments are recorded at fair market value in other liabilities. We have recorded a gain in connection with the mark-to-market of these derivative instruments of $4.7 million for the three and six months ended June 30, 2003, respectively.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures. Our management, with participation of our chief executive officer, and persons performing the functions of a chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2003. Based on this evaluation, our chief executive officer and persons performing the functions of a chief financial officer have concluded that, as of June 30, 2003, our disclosure controls and procedures were (1) designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to our chief executive officer and persons performing the functions of a chief financial officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in internal controls. There was no change in our internal controls over financial reporting that occurred during the quarter ended June 30, 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II: Other Information

Item 1. Legal Proceedings

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

Item 2. Changes in Securities and Use of Proceeds

     On May 12, 2003, LIN Television issued $125.0 million aggregate principal amount at maturity of 2.50 % Exchangeable Senior Subordinated Debentures due 2033 in a private placement, under the exemption from registration set forth in Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), to Deutche Bank Securities, Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Bear, Stearns & Co., Inc., Fleet Securities, Inc. and Scotia Capital (USA) Inc. LIN Television granted these initial purchasers the right to purchase up to an additional $25.0 million aggregate principal amount of debentures and, on May 16, 2003, the initial purchasers purchased the additional $25.0 million of debentures. Financing costs of $4.1 million were incurred in connection with the issuance. The initial purchasers resold the debentures to “qualified institutional buyers” as defined in Rule 144A under the Securities Act in transactions exempt from registration in accordance with Rule 144A.

     A holder of the debentures may exchange each debenture for a number of shares of LIN TV class A common stock, equal to the exchange rate under the following conditions:

• during any fiscal quarter commencing after June 30, 2003, if the closing sale price of LIN TV common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is more than 120% of the base exchange prince (initially 120% of $37.28, or $44.7360);

• during any period in which the credit rating assigned to the debentures by Standard & Poor’s Rate Services (“S&P”) is below B-, or the credit rating assigned to the debentures by Moody’s Investors Services (“Moody’s”) is below B3, or either S&P or Moody’s does not assign a rating to the debentures;

• during the five business-day period after any five consecutive trading day period in which the trading price per debenture for each day of that period was less than 98% of the product of the closing sale price of LIN TV common stock and the exchange rate of each such day;

• if such debentures have been called for redemption; or

• upon the occurrence of certain corporate transactions, such as a consolidation, merger or binding share exchange pursuant to which shares of LIN TV common stock would be converted into cash, securities or other property.

     The exchange rate of the debentures prior to May 15, 2008, is calculated as follows:

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

• if the applicable stock price is greater than the base exchange price, the exchange rate will be determined in accordance with the following formula; provided, however, in no event will the exchange rate exceed 46.2748, subject to the same proportional adjustment as the base exchange rate:

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

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

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

LIN TV Corp. held its 2003 Annual Meeting of Stockholders on May 21, 2003. Each of the following matters were approved by the stockholders by the following votes:

Proposal 1— The election of three members to the Board of Directors to serve as Class III Directors, each for a term of three years.

Nominees:	For:		Withheld:		Broker Non-Votes:
Royal W. Carson, III		139,745,158		484,994		0
Gary R. Chapman		139,960,025		270,127		0
Wilma H. Jordan		139,759,424		470,728		0

Proposal 2— The ratification of the selection of PricewaterhouseCoopers LLP as LIN TV’s independent accountants for the fiscal year ending December 31, 2003.

For:	Against:		Abstain:		Broker Non-Votes:
140,167,383		61,714		1,055		0

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Item 6. Exhibits and Reports on Form 8-K

Exhibits:

3.1 Restated Certificate of Incorporation of LIN Television Corporation.

3.2 Amended and Restated Bylaws of LIN TV Corp. (filed as Exhibit 3.2 to the Registration Statement of Form S-1 of LIN TV Corp. (Registration No. 333-83068) and incorporated by reference herein).

4.1 Supplemental Indenture, dated as of May 12, 2003, among the Guaranteeing Subsidiaries (as defined therein), LIN Television Corporation and The Bank of New York, relating to the 8% Senior Notes due 2008.

4.2 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. (File No. 000-25206) and incorporated by reference herein).

4.3 Exchange and Registration Rights Agreement, dated as of May 12, 2003, 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.

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 Registration Rights Agreement among LIN Television Corporation, the Guarantors named therein, and Deutche Bank Securities, Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Bear, Stearns & Co., Inc., Fleet Securities, Inc. and Scotia Capital (USA) Inc. dated May 12, 2003.

4.6 Guarantee, dated as of May 7, 2003, made by LIN TV Corp. in favor of JPMorgan Chase Bank, as Administrative Agent, relating to the Amended and Restated Credit Agreement dated as of February 7, 2003.

31.1 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Chief Executive Officer of LIN TV Corp.

31.2 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Vice President and Controller of LIN TV Corp.

31.3 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Vice President of Corporate Development and and Treasurer of LIN TV Corp.

31.4 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Vice President of Finance of LIN TV Corp.

31.5 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Chief Executive Officer of LIN Television Corporation.

31.6 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Vice President and Controller of LIN Television Corporation.

31.7 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Vice President of Corporate Development and and Treasurer of LIN Television Corporation.

31.8 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Vice President of Finance of LIN Television Corporation.

32.0 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Office and Offices of the Chief Financial Officer of LIN TV Corp., dated August 5, 2003.

32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Office and Offices of the Chief Financial Officer of LIN Television Corporation, dated August 5, 2003.

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99.1 Amendment to Severance Compensation Agreement dated October 1, 1999 between LIN Television Corporation and Gary R. Chapman.

99.2 Amendment to Severance Compensation Agreement dated October 1, 1999 between LIN Television Corporation and Paul Karpowicz.

99.3 Amendment to Severance Compensation Agreement dated October 1, 1999 between LIN Television Corporation and Peter Maloney.

99.4 Amendment to Severance Compensation Agreement dated October 1, 1999 between LIN Television Corporation and Gregory Schmidt.

99.5 Amendment to Severance Compensation Agreement dated October 1, 1999 between LIN Television Corporation and Deborah R. Jacobson.

Reports on Form 8-K

On April 30, 2003, LIN TV Corp. and LIN Television Corporation furnished a Current Report on Form 8-K dated April 29, 2003 in connection with the announcement of the Company’s financial results for the quarter ended March 31, 2003.

On May 5, 2003, LIN TV Corp. and LIN Television Corporation filed a Current Report on Form 8-K dated May 5, 2003 in connection with the announcement that LIN Television planned to issue, pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended, $200.0 million Senior Subordinated Notes due 2013 and up to $125.0 million Exchangeable Senior Subordinated Debentures due 2033.

On May 6, 2003, LIN TV Corp. and LIN Television Corporation filed a Current Report on Form 8-K dated May 5, 2003 in connection with the announcement that LIN Television has entered into an agreement to sell $200.0 million aggregate principal amount of its 6 1/2% Senior Subordinated Notes due 2013 and up to $125.0 million aggregate principal amount of its 2.50% Exchangeable Senior Subordinated Debentures due 2033.

On May 14, 2003, LIN TV Corp. and LIN Television Corporation filed a Current Report on Form 8-K dated May 12, 2003 in connection with the announcement that LIN Television has completed its sale of $200.0 million aggregate principal amount of its 6 1/2% Senior Subordinated Notes due 2013 and $100.0 million aggregate principal amount of its 2.50% Exchangeable Senior Subordinated Debentures due 2033 in previously announced private placements and that LIN Television also initiated a call for redemption of all of its $300.0 million outstanding aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2008.

On May 16, 2003, LIN TV Corp. and LIN Television Corporation filed a Current Report on Form 8-K dated May 16, 2003 in connection with the announcement that LIN Television has completed its sale of an additional $25.0 million aggregate principal amount of its 2.50% Exchangeable Senior Subordinated Debentures due 2033 in previously announced private placement

On June 5, 2003, LIN TV Corp. and LIN Television Corporation filed a Current Report on Form 8-K dated June 4, 2003 in connection with the announcement of its press release providing financial guidance information for its quarter ending June 30, 2003.

On June 12, 2003, LIN TV Corp. and LIN Television Corporation filed a Current Report on Form 8-K dated June 11, 2003 in connection with the announcement that several of its senior executives have established separate structured diversification plans to sell a limited portion of their LIN TV stock holdings pursuant to Rule 10b5-1.

On June 17, 2003, LIN TV Corp. and LIN Television Corporation filed a Current Report on Form 8-K dated June 13, 2003 in connection with the announcement that it has completed the previously announced sale of certain broadcast

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licenses and operating assets to Mission Broadcasting, Inc..

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SIGNATURES

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

	LIN TV CORP. LIN TELEVISION CORPORATION
Dated: August 5, 2003	By: /s/ William A. Cunningham
	William A. Cunningham Vice President and Controller (Principal Accounting Officer)

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Item 1. Financial Statements

LIN Television Corporation
	Condensed Consolidated Balance Sheets	46
	Condensed Consolidated Statements of Operations	47
	Condensed Consolidated Statements of Cash Flows	48
	Notes to Condensed Consolidated Financial Statements	49

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LIN TELEVISION CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except share data)

				June 30,			December 31,
				2003			2002
				(unaudited)
ASSETS
Current assets:
Cash and cash equivalents				$	21,625		$	143,860
Available for sale securities					—			23,674
Accounts receivable, less allowance for doubtful accounts (2003 - $2,231; 2002 - $2,709)					66,595			71,336
Program rights					9,392			14,515
Assets held for sale					—			10,606
Other current assets					3,385			1,631
	Total current assets				100,997			265,622
Property and equipment, net					201,303			208,072
Deferred financing costs					15,217			18,316
Equity investments					82,511			84,368
Program rights					8,865			8,953
Goodwill					586,552			586,592
Broadcast licenses					1,106,553			1,106,553
Other intangible assets, net					929			1,480
Other assets					15,338			13,074
			Total Assets	$	2,118,265		$	2,293,030
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt				$	7,000		$	—
Accounts payable					7,617			11,665
Accrued income taxes					12,057			14,022
Accrued interest expense					10,468			16,236
Accrued sales volume discount					2,537			5,415
Other accrued expenses					16,107			22,303
Liabilities held for sale					—			139
Program obligations					12,533			15,683
	Total current liabilities				68,319			85,463
Long-term debt, excluding current portion					727,058			503,640
Deferred income taxes, net					491,138			494,440
Program obligations					8,756			8,381
Other liabilities					30,694			12,131
Holdings tax sharing obligations					8,364			8,364
		Total liabilities			1,334,329			1,112,419
Contingencies (Note 9)
Stockholders’ equity:
Common stock, $0.01 par value: 1,000 shares authorized, issued and outstanding					—			—
Additional paid-in capital					884,583			1,272,913
Accumulated deficit					(100,648	)		(92,302	)
		Total stockholders’ equity			783,935			1,180,611
			Total liabilities and stockholders’ equity	$	2,118,264		$	2,293,030

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

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LIN TELEVISION CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands)

				Three Months Ended June 30,						Six Months Ended June 30,
				2003			2002			2003			2002
Net revenues				$	91,078		$	89,168		$	166,332		$	151,691
Operating costs and expenses:
		Direct operating			25,260			23,347			49,990			43,304
		Selling, general and administrative			23,187			20,590			44,600			36,454
		Amortization of program rights			5,431			5,452			10,705			10,134
			Station operating income		37,200			39,779			61,037			61,799
		Corporate			4,182			2,290			8,102			4,418
		Restructuring charge			102			—			102			—
		Depreciation and amortization of intangible assets			8,087			7,004			16,241			12,726
Operating income					24,829			30,485			36,592			44,655
Other (income) expense:
		Interest expense			15,233			12,383			28,664			27,741
		Investment income			(370	)		(459	)		(750	)		(1,522	)
		Share of income in equity investments			(1,689	)		(2,639	)		(1,404	)		(4,054	)
		Loss on disposition of property and equipment			968			(77	)		948			(122	)
		Gain on derivative instruments			(4,760	)		(1,038	)		(4,760	)		(2,182	)
		Gain on redemption of investment in Southwest Sports Group			—			(3,819	)		—			(3,819	)
		Fee on termination of Hicks Muse agreements			—			16,000			—			16,000
		Loss on impairment of investment			250			2,750			250			2,750
		Loss on early extinguishment of debt			23,580			2,457			23,580			2,457
		Other, net			(436	)		27			(365	)		(3	)
Total other expense, net					32,776			25,585			46,163			37,246
(Loss) Income from continuing operations before (benefit from) provision for taxes and cumulative effect of change in accounting principle					(7,947	)		4,900			(9,571	)		7,409
(Benefit from) provision for income taxes					(623	)		3,387			(1,341	)		4,406
Discontinued operations:
(Loss) income from continuing operations before cumulative					(7,324	)		1,513			(8,230	)		3,003
	Income from discontinued operations, net of tax provision of $122				—			(227	)		—			(227	)
	Loss from sale of discontinued operations, net of tax provision of $0				116			—			116			—
Cumulative effect of change in accounting principle, net of tax benefit of $16,525					—			—			—			30,689
Net (loss) income					(7,440	)		1,740			(8,346	)		(27,459	)

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

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LIN TELEVISION CORPORATION
Condensed Consolidated Statements of Cash Flows
(unaudited)
(In thousands)

	Six Months Ended June 30,
	2003			2002
Net cash provided by operating activities	$	12,126		$	9,926
INVESTING ACTIVITIES:
Capital expenditures		(10,187	)		(18,392	)
Proceeds from disposals of property and equipment		31			—
Proceeds from sale of broadcast licenses and related operating assets		10,000			2,500
Investment in Banks Broadcasting, Inc.		—			(1,100	)
Cash and cash equivalents acquired through merger with Sunrise Television and contributed by LIN TV Corp.		—			6,864
Capital distributions from equity investments		3,260			611
Payments for business combinations		—			(10,608	)
Proceeds from redemption of Southwest Sports Group preferred units		—			60,819
Other investments and deposits		—			4,500
Proceeds from liquidation of short-term investments		23,691			—
Net cash provided by investing activities		26,795			45,194
FINANCING ACTIVITIES:
Net proceeds on exercises of employee stock options		1,223			430
Redemption of Sunrise Television preferred stock		—			(10,829	)
Capital contribution from LIN TV Corp. of net proceeds from initial public offering		—			399,853
Proceeds from long-term debt		500,000			—
Financing costs associated with proceeds from long-term debt		(9,798	)		—
Net proceeds (payments) from revolver debt		50,000			(10,000	)
Principal payments on long-term debt		(300,000	)		(304,925	)
Cash expenses associated with early extinguishment of debt		(12,564	)		—
Distribution to parent company		(390,018	)		—
Net cash (used in) provided by financing activities		(161,157	)		74,529
Net (decrease) increase in cash and cash equivalents		(122,236	)		129,649
Cash and cash equivalents at the beginning of the period		143,860			17,236
Cash and cash equivalents at the end of the period	$	21,624		$	146,885

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

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LIN Television Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1 — Basis of Presentation:

     LIN Television Corporation (“LIN Television”) is a television station group operator in the United States and Puerto Rico. LIN Television is a subsidiary of LIN Holdings Corp. (“LIN Holdings”). LIN TV Corp. is the parent company of LIN Holdings and its subsidiaries.

     All of LIN Television’s direct and indirect consolidated subsidiaries fully and unconditionally guarantee LIN Television’s Senior Credit Facilities, Senior Notes, Senior Subordinated Notes, and Exchangeable Senior Subordinated Debentures on a joint and several basis.

     These condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These statements should be read in conjunction with LIN Television’s annual report on Form 10-K for the fiscal year ended December 31, 2002.

     In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to summarize fairly the financial position, results of operations and cash flows of the Company for the periods presented. The interim results of operations are not necessarily indicative of the results to be expected for the full year.

     The Company’s preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. Estimates are used when accounting for the collectibility of accounts receivable and valuing intangible assets, deferred tax assets and net assets of businesses acquired. Actual results could differ from these estimates. Certain prior period amounts have been reclassified to conform with the current period presentation.

     The Company accounts for its stock-based employee compensation plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations. The Company did not incur stock-based employee compensation costs for the three months ended March 31, 2003 and 2002, respectively, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of SFAS Statement No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation.

	Three Months Ended June 30,					Six Months Ended June 30,
	2003			2002		2003			2002
Net (loss) income, as reported	$	(7,440	)	$	1,740	$	(8,346	)	$	(27,459	)
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effect		710			523		1,446			729
Pro forma net (loss) income	$	(8,150	)	$	1,217	$	(9,792	)	$	(28,188	)

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     The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for option grants under the Company’s stock option plans issued during the three and six months ended June 30, 2003 and 2002, respectively: The weighted average fair value of grants made under the Company’s stock option plans during the three months ended June 30, 2003 and 2002 are $5.96, and $6.80, respectively, and $5.91 and $6.80 for the six months ended June 30, 2003 and 2002, respectively.

	Three Months ended June 30,						Six Months ended June 30,
	2003			2002			2003			2002
Volatility factors		30	%		35	%		30	%		35	%
Risk-free interest rates		1.5 - 3.3	%		3.4 - 5.1	%		1.5 - 3.3	%		3.4 - 5.1	%
Weighted average expected life	2 - 6 years			2 - 6 years			2 - 6 years			2 - 6 years
Dividend yields		0	%		0	%		0	%		0	%

     The weighted average fair value of grants made under the Company’s stock option plans during the three months ended June 30, 2003 and 2002 are $5.96, and $6.80, respectively, and $5.91 and $6.80 for the six months ended June 30, 2003 and 2002, respectively.

Note 2 – Available for Sale Securities:

     During the quarter ended March 31, 2003, the Company liquidated all of its available for sale securities for proceeds of $23.7 million. The amortized cost and fair value of the Company’s available-for-sale securities by major security type and class of security at December 31, 2002 was as follows (in thousands):

			Accrued
	Amortized		Investment		Fair
	Cost		Income		Value
Corporate debt securities	$	7,627	$	60	$	7,687
Mortgage-backed securities		15,851		136		15,987
		23,478	$	196	$	23,674

Note 3 – Business Disposition:

     On December 13, 2002, the Company entered into an agreement with Mission Broadcasting, Inc. (“Mission”) in which the Company agreed to sell the assets of the television stations KRBC-TV in Abilene, Texas and KACB-TV in San Angelo, Texas, for $10.0 million in cash. In December 2002, the Company received a deposit of $1.5 million from Mission, which the Company recorded in other current liabilities.

     Concurrent with entering into the agreement to sell the stations, the Company entered into a local marketing agreement (“LMA”) with Mission, pursuant to which Mission began operating KRCB-TV and KACB-TV beginning January 1, 2003. Under the terms of the LMA, the Company transferred all economic benefit derived from the stations to Mission for the period from January 1, 2003 until such time as the transaction was either consummated or terminated. Accordingly, the Company recorded a liability equal to the net operating results of the stations for the period from January 1, 2003 to June 13, 2003, the date the sale was completed, offsetting the results of discontinued operations in the Company’s statement of operations.

     The operating results of these stations have been recorded as discontinued operations for the three and six months ended June 30, 2003 and 2002. On June 13, 2003, the Company completed the sale of the stations and received the remaining $8.5 million from Mission.

Note 4 – Equity Investments:

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

	June 30, 2003		December 31, 2002
NBC joint venture	$	57,323	$	58,411
WAND (TV) Partnership		13,115		13,141
Banks Broadcasting, Inc.		12,073		12,816
	$	82,511	$	84,368

     Joint Venture with NBC: The Company owns a 20.38% interest in a joint venture with NBC and accounts for its interest using the equity method, as the Company does not have a controlling interest. The Company received distributions of $1.6 million and $3.3 million from the joint venture in the three and six months ended June 30, 2003, respectively. The Company received cash distributions of $611,000 in the three and six months ended June 30, 2002. The following presents the summarized financial information of the joint venture (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2003		2002		2003		2002
Net revenues	$	43,576	$	45,470	$	76,497	$	85,712
Operating income		26,028		28,248		42,692		51,924
Net income		9,675		13,368		10,662		20,848

	June 30,		December 31,
	2003		2002
Current assets	$	15,591	$	24,111
Non-current assets		239,141		236,140
Current liabilities		362		544
Non-current liabilities		815,500		815,500

     WAND (TV) Partnership: The Company has a 33.33% interest in a partnership, WAND (TV) Partnership, with Block Communications. The Company accounts for its interest using the equity method, as the Company does not have a controlling interest. The Company has also entered into a management services agreement with WAND (TV) Partnership to provide specified management, engineering and related services for a fixed fee. Included in this agreement is a cash management arrangement under which the Company incurs expenditures on behalf of WAND (TV) Partnership and is periodically reimbursed. Amounts due to the Company from WAND (TV) Partnership under this arrangement were approximately $208,000 and $187,000 as of June 30, 2003 and December 31, 2002, respectively. The following presents the summarized financial information of the WAND (TV) Partnership (in thousands):

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	Three Months Ended June 30,				Six Months Ended June 30,
	2003		2002		2003			2002
Net revenues	$	1,705	$	1,751	$	3,194		$	3,564
Operating income (loss)		56		92		(70	)		257
Net income (loss)		47		95		(79	)		264

	June 30,		December 31,
	2003		2002
Current assets	$	2,008	$	2,137
Non-current assets		33,979		34,063
Current liabilities		568		751

     Banks Broadcasting, Inc: The Company owns preferred stock that represents a 50% non-voting interest in Banks Broadcasting, Inc. The Company is able to exercise significant, but not controlling, influence over the activities of Banks Broadcasting, Inc. through representation on the Board of Directors and, therefore, accounts for its investment using the equity method. The Company has also entered into a management services agreement with Banks Broadcasting, Inc. to provide specified management, engineering and related services for a fixed fee. Included in this agreement is a cash management arrangement under which the Company incurs expenditures on behalf of Banks Broadcasting, Inc. and is periodically reimbursed. Amounts due to the Company from Banks Broadcasting, Inc. under this arrangement were approximately $213,000 and $82,000 as of June 30, 2003 and December 31, 2002, respectively. The following presents the summarized financial information of Banks Broadcasting, Inc. (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Net revenues	$	1,302		$	1,385		$	2,585		$	2,514
Operating loss		(436	)		(356	)		(971	)		(854	)
Net loss		(587	)		(234	)		(1,265	)		(565	)

	June 30,		December 31,
	2003		2002
Current assets	$	1,939	$	2,588
Non-current assets		27,320		27,499
Current liabilities		1,275		1,302
Non-current liabilities		1,658		1,496
Redeemable preferred stock		3		3

     In accordance with FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities”, the Company will consolidate Banks Broadcasting, Inc.’s results of operations in the third quarter of 2003 (See Note 11 – Recently Issued Accounting Pronouncements).

     Other Investments: The Company has recorded losses of approximately $250,000 and $2.8 million for the three months ended June 30, 2003 and 2002, respectively, in other expenses on an equity investment in an internet company. These amounts reflect impairments of the Company’s initial investment as a result of a reduction in the value of the internet company, which in the opinion of management, are other than temporary.

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Note 5 — Intangible Assets:

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

				December 31,
	June 30, 2003			2002
Amortized Intangible Assets:
LMA purchase options	$	1,412		$	1,412
Network affiliations		377			377
Income leases		393			393
Accumulated amortization		(1,253	)		(702	)
	$	929		$	1,480
Unamortized Intangible Assets:
Broadcast licenses	$	1,106,553		$	1,106,553
Goodwill		586,552			586,592
		1,693,105			1,693,145
Total intangible assets		1,694,034			1,694,625

     Amortization expense was approximately $276,000 and $551,000 for the three and six months ended June 30, 2003, respectively. There was approximately $167,000 of amortization expense recorded on the local marketing agreement (“LMA”) purchase option for the three and six months ended June 30, 2002, respectively. There was approximately $228,000 and $456,000 of amortization expense recorded on the LMA purchase option for the three and six months ended June 30, 2003, respectively. The Company expects that its LMA purchase option will be fully amortized in 2007. The Company recorded approximately $48,000 and $95,000 of amortization expense on network affiliation agreements and income leases for the three and six months ended June 30, 2003, respectively. The network affiliation agreements will be fully amortized by their expiration dates, which range from August 29, 2004 to December 31, 2010, and the income leases will be fully amortized by November 2006.

     As required by Statement of Financial Accounting Standards (“SFAS”) No. 142 “Goodwill and Other Intangible Assets”, the Company completed a transitional impairment test for goodwill and broadcast licenses as of January 1, 2002. As a result of this test, an impairment loss of $47.2 million ($30.7 million, net of tax benefit) was recorded in the first quarter of 2002 to reflect the write-down of certain broadcast licenses to their fair value. There was no impairment to the goodwill and broadcast licenses as of June 30, 2003 and December 31, 2002.

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Note 6 — Debt:

Debt consisted of the following (in thousands):

					December 31,
			June 30, 2003		2002
Senior Credit Facilities:
	Term Loan		$	175,000	$	—
		Revolver		50,000		—
$200,000, 6 1/2% Senior Subordinated Notes due 2013				200,000		—
$125,000, 2.50% Exchangeable Senior Subordinated Debentures due 2033 (net of discount of $20,533 at June 30, 2003)				104,467		—
$210,000, 8% Senior Notes due 2008 (net of discount of $5,409 and $5,996 at June 30, 2003 and December 31, 2002, respectively)				204,591		204,004
$300,000, 8 3/8% Senior Subordinated Notes due 2008 (net of discount of $364 at December 31, 2002)				—		299,636
Total debt				734,058		503,640
Less current portion				7,000		—
Total long-term debt			$	727,058	$	503,640

Senior Credit Facilities

     On February 7, 2003, the Company obtained a new $175.0 million term loan, as part of an amendment to its existing credit facility. In connection with this amendment, the Company recorded approximately $1.0 million in deferred financing costs. In March 2003, the Company used the proceeds from the new loan, a drawdown of $75.0 million from its existing revolving credit facility and cash on hand to retire the debt of the Company’s LIN Holdings Corp. subsidiary (“LIN Holdings”), consisting of $276.0 million aggregate principal amount of 10% Senior Discount Notes due 2008 and $100.0 million aggregate principal amount of 10% Senior Discount Add-On Notes due 2008. The Company incurred a charge of approximately $29.5 million related to the write-off of unamortized financing fees and discounts and associated costs as a result of the early extinguishment of LIN Holdings’ debt.

     The repayment of the term loan begins September 30, 2003 with 1% repaid each quarter until final maturity on December 31, 2007. The revolving credit facility is available until the scheduled termination date of March 31, 2005. Borrowings under the senior credit facilities bear interest at a rate based, at the Company’s 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 the Company has met ratios specified in the senior credit agreement. The Company is required to pay quarterly commitment fees ranging from 0.375% to 0.750%, based upon the Company’s leverage ratio for that particular quarter, on the unused portion of the senior credit facilities, in addition to annual agency and other administration fees.

6 1/2% Senior Subordinated Notes

     In May 2003, LIN Television issued $200.0 million aggregate principal amount at maturity of 6 1/2% Senior Subordinated Notes due 2013 in a private placement. The 6 1/2% Senior Subordinated Notes were issued with no discount. The 6 1/2% Senior Subordinated Notes are unsecured and are subordinated in right of payment to all of LIN Television’s existing and future senior indebtedness, including its senior credit facilities and its existing senior notes, and will rank equally in right of payment with all of its senior subordinated indebtedness, including its 2.50% Exchangeable Senior Subordinated Debentures due 2033. The 6 1/2% Senior Subordinated Notes are guaranteed, jointly and severally on an unsecured senior subordinated basis, by LIN TV Corp. and LIN Television’s direct and indirect, existing and future, domestic restricted subsidiaries. Financing costs of $4.7 million were incurred in connection with the issuance and are

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being amortized over the term of the debt. Cash interest on the 6 1/2% Senior Subordinated Notes accrues at 6 1/2% per annum and will be payable semi-annually in arrears commencing on November 15, 2003. LIN Television may redeem the 6 1/2% Senior Subordinated Notes at any time on or after May 15, 2008 at the redemption prices set forth below, (if redeemed during the 12 month period beginning on May 15 of each of the years set forth below):

     We may also redeem up to 35% of the 6 1/2% Senior Subordinated Notes using proceeds of certain equity offerings completed before May 15, 2006 at 106.5% of the outstanding principal amount thereof plus accrued and unpaid interest to the redemption date.

Year	Price (as a percentage of outstanding principal amount)
2008		103.250	%
2009		102.167	%
2010		101.083	%
2011 and thereafter		100.000	%

     The 6 1/2% Senior Subordinated Notes are also subject to early redemption provisions in the event of a change of control, which may require LIN Television to repurchase the 6 1/2% Senior Subordinated Notes at a price equal to 101% of the principal amount of the note, together with accrued and unpaid interest. The indenture governing the 6 1/2% Senior Subordinated 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, the Company’s capital stock; liens; mergers, consolidations and sales of all or substantially all of the Company’s assets; asset sales; asset swaps; dividend and other payment restrictions affecting restricted subsidiaries; and transactions with affiliates.

2.50% Exchangeable Senior Subordinated Debentures

     In May 2003, LIN Television issued $125.0 million aggregate principal amount at maturity of 2.50% Exchangeable Senior Subordinated Debentures due 2033 in a private placement. The debentures are unsecured and subordinated in right of payment to all of LIN Television’s existing and future senior indebtedness including its senior credit facilities and 8% Senior Notes due 2008 and rank on a parity in right of payment with all of its senior subordinated indebtedness, including the 6 1/2% Senior Subordinated Notes due 2013. The debentures are guaranteed, jointly and severally on an unsecured senior subordinated basis, by LIN TV Corp. and LIN Television’s direct and indirect, existing and future, domestic restricted subsidiaries. Financing costs of $4.1 million were incurred in connection with the issuance and are being amortized over the term of the debt. Cash interest on the debentures accrues at 2.50% per annum and will be payable semi-annually in arrears commencing on November 15, 2003. The Company 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 LIN Television to purchase all or a portion of their debentures on May 15, 2008, 2013, 2018, 2023 or 2028 at 100% of the principal amount, plus accrued and unpaid interest. The debentures are subject to early redemption provisions in the event of a fundamental change in which LIN TV Corp’s common stock is exchanged for or converted into consideration that is not all or substantially all common stock that is listed on a national securities exchange or quoted on Nasdaq. In addition, the indenture governing the debentures limits, among other things; the incurrence of additional indebtedness and issuance of capital stock; the payment of dividends on, and redemption of capital stock of certain of our subsidiaries; liens; mergers, consolidations and sales of all or substantially all of the assets of certain of our subsidiaries; asset sales; asset swaps; restricted payments and transactions with affiliates.

     Contingent Interest. LIN Television will 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, commencing with the six-month period beginning May 15, 2008, 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. The contingent interest payable per $1,000 principal amount of debentures is 0.25% per annum. Any contingent interest will be payable on the interest payment date at the end of the relevant six-month period.

     Exchange Rights. A holder may exchange each debenture for a number of shares of LIN TV class A common stock, equal to the exchange rate under the following conditions:

• during any fiscal quarter commencing after June 30, 2003, if the closing sale price of LIN TV common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding

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	fiscal quarter is more than 120% of the base exchange price (initially 120% of $37.28, or $44.7360);
•	during any period in which the credit rating assigned to the debentures by Standard & Poor’s Rate Services (“S&P”) is below B-, or the credit rating assigned to the debentures by Moody’s Investors Services (“Moody’s”) is below B3, or either S&P or Moody’s does not assign a rating to the debentures;
•	during the five business-day period after any five consecutive trading-day period in which the trading price per debenture for each day of that period was less than 98% of the product of the closing sale price of LIN TV common stock and the exchange rate of each such day;
•	if such debentures have been called for redemption; or
•	upon the occurrence of certain corporate transactions, such as a consolidation, merger or binding share exchange pursuant to which shares of LIN TV common stock would be converted into cash, securities or other property.

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

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

• if the applicable stock price is greater than the base exchange price, the exchange rate will be determined in accordance with the following formula; provided, however, in no event will the exchange rate exceed 46.2748, subject to the same proportional adjustment as the base exchange rate:

Base Exchange Rate  + [ (Applicable Stock Price - Base Exchange Price)
Applicable Stock Price ] x  Incremental Share factor

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

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

     On June 15, 2003, the Company used the proceeds from the 6 1/2% Senior Subordinated Notes due in 2013 and the 2.50% Exchangeable Senior Subordinated Debentures due in 2033, and borrowings under the Company’s senior credit facilities to redeem all of its $300.0 million in outstanding aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2008. The Company incurred a charge of $23.6 million relating to the write-off of unamortized deferred financing costs and discounts and call premiums in connection with the redemption of the notes for the three months ended June 30, 2003.

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     Embedded Derivative Features. The 2.50% Exchangeable Senior Subordinated Debentures have certain embedded derivative instruments that are required to be separately identified and recorded at fair value with a mark-to-market adjustment required each quarter. The value of these instruments on issuance of the debentures was $21.1 million and this amount was recorded as an original issue discount and is being accreted through interest expense over the period to May 2008. The derivative instruments are recorded at fair market value in other liabilities. The Company has recorded a gain in connection with the mark-to-market of these derivative instruments of $4.8 million for the three and six months ended June 30, 2003, respectively.

     Interest expense on long-term debt consisted of the following (in thousands):

			Three Months Ended June 30,				Six Months Ended June 30,
			2003		2002		2003		2002
Interest Expense:
	Cash interest expense		$	13,286	$	10,975	$	25,301	$	24,565
	Amortization of discount and deferred financing fees			1,947		1,408		3,363		3,176
		Total interest expense		15,233		12,383		28,664		27,741

Note 7 — Restructuring Charge:

     During the second half of 2002, as a result of centralizing the master control transmission facilities in Indianapolis, Indiana and Springfield, Massachusetts, the Company recorded a pre-tax restructuring charge of approximately $909,000 for severance pay and benefits relating to the termination of 60 full time equivalent employees in the master control, sales support and business office areas. All employees had been informed of their termination benefits in the period that the charge was recorded. The Company recorded an additional $102,000 of restructuring charges for the three months ended June 30, 2003. The Company has paid approximately $402,000 for severance pay and benefits through December 31, 2002 and $179,000 during the six-month period ended June 30, 2003 and expects to pay the balance of approximately $430,000 during the second half of 2003.

Note 8 — Related Party Transactions:

     Financial Advisory Agreement. The Company is party to an agreement with Hicks, Muse & Co. Partners, L.P. (“Hicks Muse Partners”), pursuant to which the Company reimburses Hicks Muse Partners, an affiliate of Hicks Muse, for certain expenses incurred by it in connection with rendering services relating to acquisitions, sales, mergers, exchange offers, recapitalization, restructuring or similar transactions allocable to the Company. The Company incurred fees under this arrangement of $23,000 and $38,000 for the three and six months ended June 30, 2003, respectively, and $36,000 and $57,000 for the three and six months ended June 30, 2002, respectively.

     Monitoring and Oversight Agreement. The Company was party to an agreement with Hicks Muse Partners, pursuant to which the Company agreed to pay Hicks Muse Partners an annual fee (payable quarterly) for oversight and monitoring services. Hicks Muse Partners was also entitled to reimbursement for any expenses incurred by it in connection with rendering services allocable to the Company. The annual fee was approximately $368,000 for the period ended June 30, 2002. The Company and Hicks Muse Partners agreed to terminate this agreement on May 2, 2002 in exchange for an aggregate fee of $16.0 million consisting of an amount payable in cash of $6.2 million, $7.1 million in a promissory note and vested warrants to purchase 123,466 shares of the Company’s class B common stock at a price of $0.01 valued at $2.7 million.

     Other Investment. The Company’s Chief Executive Officer serves on the Board of Directors of an internet company in which the Company has invested in. The Company incurred fees for internet services provided by this company of approximately $121,000 and $284,000 for the three and six months ended June 30, 2003, respectively, and $124,000 and $245,000 for the three and six months ended June 30, 2002, respectively.

Note 9 — Contingencies:

     GECC Note. GECC provided debt financing in connection with the formation of the joint venture with NBC in the form of an $815.5 million 25-year non-amortizing senior secured note bearing an initial interest rate of 8.0% per annum.

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During the last five years, the joint venture has produced cash flows to support the interest payments and to maintain minimum levels of required working capital reserves. In addition, the joint venture has made cash distributions to the Company and to NBC from the excess cash generated by the joint venture of approximately $19.3 million on average each year during the past three years. Accordingly, the Company expects that the interest payments on the GECC note will be serviced solely by the cash flow of the joint venture. The GECC note is not an obligation of the Company, but is recourse to the joint venture, the Company’s equity interests therein and to LIN TV Corp., pursuant to a guarantee. If the joint venture were unable to pay principal or interest on the GECC note and GECC could not otherwise get its money back from the joint venture, GECC could require LIN TV Corp. to pay the shortfall of any outstanding amounts under the GECC note. If this happened, the Company could experience material adverse consequences, including:

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

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

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

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

Note 10 — Income Taxes:

     LIN Television Corporation’s benefit for income taxes for the three and six-month periods ended June 30, 2003 is approximately $622,000 and $1.3 million, respectively, compared to a provision of approximately $4.2 million and $5.2 million for the same periods last year. These changes were primarily due to the Company recording a book loss for the period. During the six-month period ended June 30, 2003, LIN Television recorded a non-cash charge of $2.5 million as part of its provision for income taxes to establish a valuation allowance against its deferred tax asset related to its state net operating loss carryforwards. LIN Television uses a discrete provision for the three and six-month period ended June 30, 2003 in order to more accurately calculate its provision for income taxes.

Note 11 — Recently Issued Accounting Pronouncements:

     In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51.” This Interpretation clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. In accordance with FIN 46, and as a result of an interest in Banks Broadcasting, Inc. held by an affiliate of Hicks Muse, the Company will consolidate Banks Broadcasting, Inc.’s results of operations in the third quarter of 2003.

     On April 30, 2003 the FASB issued FASB Statement No. 149 (SFAS No. 149), “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies the accounting guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope of FASB Statement No. 133 (SFAS No. 133), “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 149 amends SFAS No. 133 and certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS No. 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions, and (2) for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively. The Company does not believe that SFAS No. 149 will have a significant impact on reported financial position or results of operations.

     In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS 150”). This statement addresses financial accounting and reporting for financial

- 57 -

instruments with characteristics of both liabilities and equity and is effective at the beginning of the first interim period beginning after June 12, 2003. The adoption of the new standard does not have a significant impact on the Company’s results of operations or financial position.

- 58 - EX-3.1 3 b47166ltexv3w1.txt EX-3.1 RESTATED CERTIFICATE OF INCORPORATION EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF LIN TELEVISION CORPORATION LIN Television Corporation, a corporation organized and existing under the Delaware General Corporation Law (the "DGCL"), does hereby certify: 1. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 18, 1990. 2. A Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 18, 1994. 3. The following Restated Certificate of Incorporation was duly proposed by this corporation's Board of Directors pursuant to the applicable provisions of Section 242 and Section 245 of the DGCL. In lieu of a meeting of the stockholders, written consent has been given for the adoption of said Restated Certificate of Incorporation and the amendments to be made thereby pursuant to the applicable provisions of Sections 242 and 245 of the DGCL. ARTICLE 1. NAME The name of the corporation is LIN Television Corporation. ARTICLE 2. REGISTERED OFFICE AND AGENT The address of the initial registered office of this corporation is Suite L-100, 32 Lookerman Square, Dover, County of Kent, Delaware 19901, and the name of its initial registered agent at such address is The Prentice-Hall Corporation System, Inc. ARTICLE 3. PURPOSES The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. ARTICLE 4. SHARES The total authorized number of par value shares of the corporation is One Thousand (1,000) with a par value of One Cent ($0.01) per share, amounting in the aggregate to Ten Dollars ($10). The shares are to consist of one class only, to be known as common stock. ARTICLE 5. 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. ARTICLE 6. BOARD OF DIRECTORS The number of Directors of this corporation shall be determined in the manner provided 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 7. PREEMPTIVE RIGHTS Preemptive rights shall not exist with respect to shares of stock or securities convertible into shares of stock of this corporation. ARTICLE 8. 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 9. 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 10. 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 10 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 10. ARTICLE 11. ACTION BY STOCKHOLDERS WITHOUT A MEETING Action may be taken by the stockholders of this corporation without a meeting, without prior notice and without a vote, in accordance with the terms of Section 228 of the DGCL. -2- ARTICLE 12. FOREIGN OWNERSHIP To the extent deemed necessary or appropriate by the Board of Directors to enable this corporation to engage in any business or activity directly or indirectly conducted by it in compliance with the laws of the United States of America as now in effect or as they may hereafter from time to time be amended, this corporation may adopt such by-laws as may be necessary or advisable to comply with the provisions and avoid the prohibitions of any such law. Without limiting the generality of the foregoing, such by-laws may restrict or prohibit the transfer of shares of capital stock of this corporation to, and the voting of such stock by, aliens or their representatives, or corporations organized under the laws of any foreign country or their representatives, or corporations directly or indirectly controlled by aliens or by any such corporation or representative. IN WITNESS WHEREOF, the undersigned has executed this document and affirms, under penalties of perjury, that the statements herein are true and that this instrument is the act and deed of LIN Television Corporation as of the 1st day of July, 2000. LIN TELEVISION CORPORATION By: /s/ Marcia L. Greene Marcia L. Greene Assistant Secretary ATTEST: /s/ Tom Lindenfeld -3- EX-4.1 4 b47166ltexv4w1.txt EX-4.1 SUPPLEMENTAL INDENTURE EXHIBIT 4.1 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May 12, 2003, among TVL Broadcasting, Inc., a Delaware corporation; TVL Broadcasting of Abilene, Inc., a Delaware corporation; WEYI Television, Inc., a Delaware corporation; TVL Broadcasting of Rhode Island, LLC, a Delaware limited liability company; WEYI Broadcasting, LLC, a Delaware limited liability company; WDTN Broadcasting, LLC, a Delaware limited liability company; WUPW Broadcasting, LLC, a Delaware limited liability company; and Abilene Broadcasting, LLC, a Delaware limited liability company (each a "Guaranteeing Subsidiary"), each of which is a direct or indirect, wholly-owned subsidiary of LIN Television Corporation (or its permitted successor), a Delaware corporation (the "Company"), the Company and The Bank of New York, as successor trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of June 14, 2001, providing for the issuance of an aggregate principal amount of up to $210 million of 8% Senior Notes due 2008 (the "Notes"); WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture, pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Subsidiary Guarantee"); and WHEREAS, pursuant to Section 10.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to jointly and severally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, on a senior basis pursuant to, and in accordance with, the terms and conditions of Article Eleven of the Indenture and to otherwise assume the obligations and rights as a Guarantor under the Indenture. 3. RELEASES. Upon receipt by the Trustee of a request by the Company accompanied by an Officers' Certificate certifying as to compliance with Section 11.03 of the Indenture, the Trustee shall deliver an appropriate instrument evidencing such release. 4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is against public policy. 5. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE 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. 6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company. [Remainder of page Intentionally Left Blank] -2- IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first written above. TVL Broadcasting, Inc. TVL Broadcasting of Abilene, Inc. WEYI Television, Inc. By: /s/ Deborah R. Jacobson Name: Deborah R. Jacobson Title: Vice President Corporate Development and Treasurer TVL Broadcasting of Rhode Island, LLC WEYI Broadcasting, LLC WDTN Broadcasting, LLC WUPW Broadcasting, LLC Abilene Broadcasting, LLC By: TVL Broadcasting, Inc., its Managing Member By: /s/ Deborah R. Jacobson Name: Deborah R. Jacobson Title: Vice President Corporate Development and Treasurer LIN Television Corporation (formerly LIN Acquisition Company) By: /s/ Deborah R. Jacobson Name: Deborah R. Jacobson Title: Vice President Corporate Development and Treasurer The Bank of New York, as Trustee By: /s/ Margaret M. Ciesmelewski Name: Margaret M. Ciesmelewski Title: Vice President EX-4.3 5 b47166ltexv4w3.txt EX-4.3 EXCHANGE & REGISTRATION RIGHTS EXHIBIT 4.3 LIN TELEVISION CORPORATION $200,000,000 6 1/2% Senior Subordinated Notes due 2013 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT May 12, 2003 J. P. MORGAN SECURITIES INC. DEUTSCHE BANK SECURITIES INC. BEAR, STEARNS & CO. INC. FLEET SECURITIES, INC. MORGAN STANLEY & CO. INCORPORATED SCOTIA CAPITAL (USA) INC. c/o J.P. Morgan Securities Inc. 270 Park Avenue, 5th Floor New York, New York 10017 Ladies and Gentlemen: LIN Television Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., Fleet Securities, Inc., Morgan Stanley & Co. Incorporated, and Scotia Capital (USA) Inc. (together, the "Initial Purchasers"), upon the terms and subject to the conditions set forth in a purchase agreement dated May 5, 2003 (the "Purchase Agreement") between the Company, the Guarantors identified on the signature pages hereto (together with the Company, the "Issuers") and the Initial Purchasers, $200,000,000 aggregate principal amount of its 6 1/2% Senior Subordinated Notes due 2013 (the "Notes"). The Notes will be guaranteed on an unsecured senior subordinated basis (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement. As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Issuers agree with the Initial Purchasers, for the benefit of the holders (including the Initial Purchasers) of the Securities, the Exchange Securities (as defined herein) and the Private Exchange Securities (as defined herein) (collectively, the "Holders"), as follows: 1. Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the "Issue Date"), file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the "Exchange Securities"), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities acquired for its own account as a result of market-making activities or other trading activities for Exchange Securities (an "Exchanging Dealer") is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the "Exchange Offer Procedures" and "Purpose of the Exchange Offer" sections of such prospectus, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of -2- Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the "Private Exchange Securities"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall: (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders; (c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York; (d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York City time, on the last business day on which the Registered Exchange Offer shall remain open; and (e) otherwise comply in all respects with all laws that are applicable to the Registered Exchange Offer. -3- As soon as practicable after the close of the Registered Exchange Offer and any Private Exchange, as the case may be, the Issuers shall: (a) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer and the Private Exchange Offer; (b) deliver to the Trustee for cancellation all Securities so accepted for exchange; and (c) cause the Trustee or the Exchange Securities Trustee, as the case may be, promptly to authenticate and deliver to each Holder, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Securities of such Holder so accepted for exchange. The Issuers shall use their reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be used by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided that the Issuers shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of 90 days after the consummation of the Registered Exchange Offer. The Indenture or the Exchange Securities Indenture, as the case may be, shall provide that the Securities, the Exchange Securities and the Private Exchange Securities shall vote and consent together on all matters as one class and that none of the Securities, the Exchange Securities or the Private Exchange Securities will have the right to vote or consent as a separate class on any matter. Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Securities surrendered in exchange therefor or, if no interest has been paid on the Securities, from the Issue Date. Each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act and (iii) such Holder is not an affiliate (as defined in Rule 405 under the Securities Act) of any of the Issuers or, if it is such an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. -4- Notwithstanding any other provisions hereof, each of the Issuers will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 2. Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) any Securities validly tendered pursuant to the Registered Exchange Offer are not exchanged for Exchange Securities within 225 days after the Issue Date, or (iii) any Initial Purchaser so requests in writing within 90 days after the Registered Exchange Offer with respect to Private Exchange Securities, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Issuers so elect, then the following provisions shall apply: (a) The Issuers shall use their reasonable best efforts to file as promptly as practicable (but in no event more than 90 days after so required or requested, in each case pursuant to this Section 2) with the Commission, and thereafter shall use their reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Securities or Exchange Securities (other than the Initial Purchasers) shall be entitled to have Securities or Exchange Securities held by it covered by such Shelf Registration Statement, unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. (b) The Issuers shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earlier of two years from the Issue Date or the date on which all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf -5- Registration Period"). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided, however, that the foregoing shall not apply to actions taken by the Issuers in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Issuers within 120 days thereafter comply with the requirements of Section 4(j) hereof. Any such period during which the Issuers fail to keep the Shelf Registration Statement effective and usable for offers and sales of Securities and Exchange Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Issuers give notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and Exchange Securities and shall end on the date when each Holder of Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Issuers that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year period referenced above shall be extended by the aggregate of the number of days included in each Suspension Period. (c) Notwithstanding any other provisions hereof, the Issuers will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuers by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3. Liquidated Damages. (a) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Issuers fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) the applicable Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared -6- effective within 180 days after the Issue Date (or in the case of a Shelf Registration Statement required to be filed in response to a change in law or the applicable interpretations of the Commission's staff, if later, within 45 days after publication of the change in law or interpretation), (iii) the Registered Exchange Offer is not consummated on or prior to 225 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 180 days after the Issue Date (or in the case of a Shelf Registration Statement required to be filed in response to a change in law or the applicable interpretations of the Commission's staff, if later, within 45 days after publication of the change in law or interpretation) but shall thereafter cease to be effective (at any time that the Issuers are obligated to maintain the effectiveness thereof) without being succeeded within 60 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors (other than LIN TV Corp.) will, jointly and severally, be obligated to pay liquidated damages to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $ 0.10 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (a) the applicable Registration Statement is filed, (b) the Exchange Offer Registration Statement is declared effective, (c) the Registered Exchange Offer is consummated, (d) the Shelf Registration Statement is declared effective, (e) the Shelf Registration Statement again becomes effective, or (f) the Shelf Registration Period shall have ended, as the case may be. Following the cure of all Registration Defaults, the accrual of liquidated damages will cease. As used herein, the term "Transfer Restricted Securities" means (i) each Security until the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Security or Private Exchange Security until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) each Security or Private Exchange Security until the date on which it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), the Company and the Guarantors (other than LIN TV Corp.) shall not be required to pay liquidated damages to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n). (b) The Issuers shall notify the Trustee and the Paying Agent under the Indenture immediately upon the happening of each and every Registration Default. The Company and the Guarantors (other than LIN TV Corp.) shall, jointly and severally, pay the liquidated damages due on the Transfer Restricted Securities by depositing with the Paying Agent (which may not be any of the Issuers for these purposes), in trust, for the benefit of the Holders thereof, prior to 10:00 a.m., New York City time, on the next interest payment date specified by the Indenture and the Securities, sums sufficient to pay the liquidated damages then due. The liquidated damages due shall be payable on each interest payment date specified by the Indenture and the Securities to the Holder of record entitled to receive the -7- interest payment to be made on such date. Each obligation to pay liquidated damages shall be deemed to accrue from and including the date of the applicable Registration Default. (c) The parties hereto agree that the liquidated damages provided for in this Section 3 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Transfer Restricted Securities by reason of the failure of (i) the Shelf Registration Statement or the Exchange Offer Registration Statement to be filed, (ii) the Shelf Registration Statement to remain effective or (iii) the Exchange Offer Registration Statement to be declared effective and the Registered Exchange Offer to be consummated, in each case to the extent required by this Agreement. 4. Registration Procedures. In connection with any Registration Statement, the following provisions shall apply: (a) The Issuers shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as any Initial Purchaser may reasonably propose; (ii) if applicable, include the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" and "Purpose of the Exchange Offer" sections and in Annex C hereto in the "Plan of Distribution" section of the prospectus forming a part of the Exchange Offer Registration Statement, and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; and (iii) if requested by any Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement. (b) The Issuers shall advise each Initial Purchaser, each Exchanging Dealer and the Holders (if applicable) and, if requested by any such person, confirm such advice in writing (which advice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): (i) when any Registration Statement and any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; -8- (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Securities, the Exchange Securities or the Private Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the happening of any event that requires the making of any changes in any Registration Statement or the prospectus included therein in order that the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) The Issuers will make every reasonable effort to obtain the withdrawal at the earliest possible time of any order suspending the effectiveness of any Registration Statement. (d) The Issuers will furnish to each Holder of Transfer Restricted Securities included within the coverage of any Shelf Registration Statement, without charge, at least one conformed copy of such Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules and, if any such Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). (e) The Issuers will, during the Shelf Registration Period, promptly deliver to each Holder of Transfer Restricted Securities included within the coverage of any Shelf Registration Statement, without charge, as many copies of the prospectus (including each preliminary prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and the Issuers consent to the use of such prospectus or any amendment or supplement thereto by each of the selling Holders of Transfer Restricted Securities in connection with the offer and sale of the Transfer Restricted Securities covered by such prospectus or any amendment or supplement thereto. (f) The Issuers will furnish to each Initial Purchaser and each Exchanging Dealer, and to any other Holder who so requests, without charge, at least one conformed copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules and, if any Initial Purchaser or Exchanging Dealer or any such Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). (g) The Issuers will, during the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, promptly deliver to each Initial Purchaser, -9- each Exchanging Dealer and such other persons that are required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement or the Shelf Registration Statement and any amendment or supplement thereto as such Initial Purchaser, Exchanging Dealer or other persons may reasonably request; and the Issuers consent to the use of such prospectus or any amendment or supplement thereto by any such Initial Purchaser, Exchanging Dealer or other persons, as applicable, as aforesaid. (h) Prior to the effective date of any Registration Statement, the Issuers will use their reasonable best efforts to register or qualify, or cooperate with the Holders of Securities, Exchange Securities or Private Exchange Securities included therein and their respective counsel in connection with the registration or qualification of, such Securities, Exchange Securities or Private Exchange Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any such Holder reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities, Exchange Securities or Private Exchange Securities covered by such Registration Statement; provided that the Issuers will not be required to qualify generally to do business in any jurisdiction where they are not then so qualified or to take any action which would subject them to general service of process or to taxation in any such jurisdiction where they are not then so subject. (i) The Issuers will cooperate with the Holders of Securities, Exchange Securities or Private Exchange Securities to facilitate the timely preparation and delivery of certificates representing Securities, Exchange Securities or Private Exchange Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders thereof may request in writing prior to sales of Securities, Exchange Securities or Private Exchange Securities pursuant to such Registration Statement. (j) If (i) any event contemplated by Section 4(b)(ii) through (v) occurs during the period for which the Issuers are required to maintain an effective Registration Statement, or (ii) any Suspension Period remains in effect more than 120 days after the occurrence thereof, the Issuers will promptly prepare and file with the Commission a post-effective amendment to the Registration Statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to purchasers of the Securities, Exchange Securities or Private Exchange Securities from a Holder, the prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. -10- (k) Not later than the effective date of the applicable Registration Statement, the Issuers will provide a CUSIP number for the Securities, the Exchange Securities and the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company. (l) Each of the Issuers will comply with all applicable rules and regulations of the Commission and will make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act; provided that in no event shall such earnings statement be delivered later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of such Issuer's first fiscal quarter commencing after the effective date of the applicable Registration Statement, which statement shall cover such 12-month period. (m) The Issuers will cause the Indenture or the Exchange Securities Indenture, as the case may be, to be qualified under the Trust Indenture Act as required by applicable law in a timely manner. (n) The Issuers may require each Holder of Transfer Restricted Securities to be registered pursuant to any Shelf Registration Statement to furnish to the Issuers such information concerning the Holder and the distribution of such Transfer Restricted Securities as the Issuers may from time to time reasonably require for inclusion in such Shelf Registration Statement, and the Issuers may exclude from such registration the Transfer Restricted Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. (o) In the case of a Shelf Registration Statement, each Holder of Transfer Restricted Securities to be registered pursuant thereto agrees by acquisition of such Transfer Restricted Securities that, upon receipt of any notice from the Issuers (i) of a Suspension Period under Section 2(b) hereof or (ii) pursuant to Section 4(b)(ii) through (v) hereof, such Holder will discontinue disposition of such Transfer Restricted Securities until such Holder's receipt of (x) notice that the Suspension Period has ended or (y) copies of the supplemental or amended prospectus contemplated by Section 4(j) hereof, as the case may be, or until advised in writing (the "Advice") by the Issuers that the use of the applicable prospectus may be resumed. If the Issuers shall give any notice under Section 4(b)(ii) through (v) during the period that the Issuers are required to maintain an effective Registration Statement (the "Effectiveness Period"), such Effectiveness Period shall be extended by the number of days during such period from and including the date of the giving of such notice to and including the date when each seller of Transfer Restricted Securities covered by such Registration Statement shall have received (x) the copies of the -11- supplemental or amended prospectus contemplated by Section 4(j) (if an amended or supplemental prospectus is required) or (y) the Advice (if no amended or supplemental prospectus is required). (p) In the case of a Shelf Registration Statement, the Issuers shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being sold or the managing underwriters (if any) shall reasonably request in order to facilitate any disposition of Securities, Exchange Securities or Private Exchange Securities pursuant to such Shelf Registration Statement. (q) In the case of a Shelf Registration Statement, the Issuers shall (i) make reasonably available for inspection by a representative of, and Special Counsel (as defined below) acting for, Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being sold and any underwriter participating in any disposition of Securities, Exchange Securities or Private Exchange Securities pursuant to such Shelf Registration Statement, all relevant financial and other records, pertinent corporate documents and properties of the Issuers and their respective subsidiaries and (ii) use their reasonable best efforts to have their officers, directors, employees, accountants and counsel supply all relevant information reasonably requested by such representative, Special Counsel or any such underwriter (an "Inspector") in connection with such Shelf Registration Statement; provided that the Inspectors shall first agree in writing with the Company that any information that is reasonably designated by the Company as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person, (iv) such information becomes available to any such person from a source other than the Issuers and such source is not bound by a confidentiality agreement, or (v) such information relates to the U.S. federal income tax treatment or U.S. federal income tax structure of the Transactions or materials of any kind relating to such tax treatment or tax structure, including opinions or other tax analyses. Any person legally compelled to disclose any such confidential information made available for inspection shall provide the Company with prompt prior written notice of such requirement so that the Company may seek a protective order or other appropriate remedy. -12- (r) In the case of a Shelf Registration Statement, the Issuers shall, if requested by Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being sold, their Special Counsel or the managing underwriters (if any) in connection with such Shelf Registration Statement, use their reasonable best efforts to cause (i) their counsel to deliver an opinion relating to the Shelf Registration Statement and the Securities, Exchange Securities or Private Exchange Securities, as applicable, in customary form and (ii) their officers to execute and deliver all customary documents and certificates requested by Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being sold, their Special Counsel or the managing underwriters (if any). In addition, in the case of a Shelf Registration Statement, the Issuers shall, if requested by Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being sold, their Special Counsel, or the managing underwriters (if any) in connection with such Shelf Registration Statement, but only if the registration is an underwritten registration, use their reasonable best efforts to cause their independent public accountants to provide a comfort letter or letters in customary form, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. 5. Registration Expenses. The Issuers will, jointly and severally, bear all expenses incurred in connection with the performance of their obligations under Sections 1, 2, 3 and 4 and the Issuers will, jointly and severally, reimburse the Initial Purchasers and the Holders for the reasonable fees and disbursements of one firm of attorneys (in addition to any local counsel) chosen by the Holders of a majority in aggregate principal amount of the Securities, the Exchange Securities and the Private Exchange Securities to be sold pursuant to each Registration Statement (the "Special Counsel") acting for the Initial Purchasers or Holders in connection therewith. 6. Indemnification. (a) In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or Exchanging Dealer, as applicable, the Issuers shall, jointly and severally, indemnify and hold harmless each Holder (including, without limitation, any such Initial Purchaser or Exchanging Dealer), its affiliates, each person who controls such Holder or such affiliates within the meaning of the Securities Act or Exchange Act and their respective officers, directors, employees, representatives and agents (collectively referred to for purposes of this Section 6 and Section 7 as a "Holder") from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of Securities, Exchange Securities or Private Exchange Securities), to which that Holder may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such -13- Registration Statement or any prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall, jointly and severally, reimburse each Holder promptly upon demand for any legal or other expenses reasonably incurred by that Holder in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Issuers shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with any Holders' Information; and provided further, however, that with respect to any such untrue statement in or omission from any related preliminary prospectus (as amended or supplemented) or, if amended or supplemented, any related final prospectus (excluding the correcting amendment or supplement), the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any such Holder from whom the person asserting any such loss, claim, damage, liability or action received Securities, Exchange Securities or Private Exchange Securities to the extent that such loss, claim, damage, liability or action of or with respect to such Holder results from the fact that both (A) a copy of the final prospectus (together with any correcting amendments or supplements) was not sent or given to such person at or prior to the written confirmation of the sale of such Securities, Exchange Securities or Private Exchange Securities to such person and (B) the untrue statement in or omission from any related preliminary prospectus (as amended or supplemented) or, if amended or supplemented, any related final prospectus (excluding the correcting amendment or supplement) was corrected in the final prospectus or, if applicable, an amendment or supplement thereto and the final prospectus (as amended or supplemented) does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact unless, in either case, such failure to deliver the final prospectus was a result of non-compliance by the Issuers with Sections 4(d), 4(f) or 4(g). (b) In the event of a Shelf Registration Statement, each Holder, severally and not jointly, shall indemnify and hold harmless the Issuers, their respective affiliates, each person who controls any such Issuer or any such affiliates within the meaning of the Securities Act or Exchange Act and their respective officers, directors, employees, representatives and agents (collectively referred to for purposes of this Section 6(b) and Section 7 as the "Issuers"), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Issuers may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under -14- which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with any Holders' Information furnished to the Issuers by such Holder, and shall reimburse the Issuers for any legal or other expenses reasonably incurred by the Issuers in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that no such Holder shall be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Securities, Exchange Securities or Private Exchange Securities pursuant to such Shelf Registration Statement. (c) Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent that it has been materially prejudiced by such failure; and provided further, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than the reasonable costs of investigation; provided, however, that an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based upon advice of counsel to the indemnified party) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based upon advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the -15- reasonable fees, disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at any one time for all such indemnified party or parties. Each indemnified party, as a condition of the indemnity agreements contained in Sections 6(a) and 6(b), shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. 7. Contribution. If the indemnification provided for in Section 6 is unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Issuers from the offering and sale of the Securities, on the one hand, and a Holder with respect to the sale by such Holder of Securities, Exchange Securities or Private Exchange Securities, on the other, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuers on the one hand and such Holder on the other with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Issuers, on the one hand, and a Holder, on the other, with respect to such offering and such sale shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities (before deducting expenses) received by or on behalf of the Issuers as set forth in the table on the cover of the Offering Memorandum, on the one hand, bear to the total proceeds received by such Holder with respect to its sale of Securities, Exchange Securities or Private Exchange Securities, on the other. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to the Issuers or information supplied by the Issuers, on the one hand, or to any Holders' Information supplied by such Holder, on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 7 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or -16- liability, or action in respect thereof, referred to above in this Section 7 shall be deemed to include, for purposes of this Section 7, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such action or claim. Notwithstanding the provisions of this Section 7, an indemnifying party that is a Holder of Securities, Exchange Securities or Private Exchange Securities shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities, Exchange Securities or Private Exchange Securities sold by such indemnifying party to any purchaser exceeds the amount of any damages which such indemnifying party has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 8. Rules 144 and 144A. Each of the Issuers shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time such Issuer is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information for so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. Each of the Issuers covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, each of the Issuers shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require any of the Issuers to register any of its securities pursuant to the Exchange Act. 9. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering, subject to the consent of the Issuers (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. -17- 10. Miscellaneous. (a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers have obtained the written consent of Holders of a majority in aggregate principal amount of the Securities, the Exchange Securities and the Private Exchange Securities, taken as a single class. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities, Exchange Securities or Private Exchange Securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of a majority in aggregate principal amount of the Securities, the Exchange Securities and the Private Exchange Securities being sold by such Holders pursuant to such Registration Statement. (b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telecopier or air courier guaranteeing next-day delivery: (i) if to a Holder, at the most current address given by such Holder to the Issuers in accordance with the provisions of this Section 10(b), which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., Fleet Securities, Inc., Morgan Stanley & Co. Incorporated and Scotia Capital (USA) Inc. (ii) if to an Initial Purchaser, initially to J.P. Morgan Securities Inc. at its address set forth in the Purchase Agreement; and (iii) if to the Issuers, initially at the address of the Company set forth in the Purchase Agreement. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; one business day after being delivered to a next-day air courier; five business days after being deposited in the mail; and when receipt is acknowledged by the recipient's telecopier machine, if sent by telecopier. (c) Successors and Assigns. This Agreement shall be binding upon the Issuers and their successors and assigns. (d) Counterparts. This Agreement may be executed in any number of counterparts (which may be delivered in original form or by telecopier) and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (e) Definition of Terms. For purposes of this Agreement, (a) the term "business day" means any day on which the New York Stock Exchange, Inc. is open for -18- trading, (b) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act and (c) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law provisions thereof to the extent the application of the laws of another jurisdiction would be required thereby. (h) Remedies. In the event of a breach by the Issuers or by any Holder of any of their obligations under this Agreement, each Holder or the Issuers, as the case may be, in addition to being entitled to exercise all rights granted by law, including recovery of damages (other than the recovery of damages for a breach by the Issuers of their obligations under Sections 1 or 2 hereof for which liquidated damages have been paid pursuant to Section 3 hereof), will be entitled to specific performance of its rights under this Agreement. The Issuers and each Holder agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate. (i) No Inconsistent Agreements. The Issuers represent, warrant and agree that (i) they have not entered into, and shall not, on or after the date of this Agreement, enter into, any agreement that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof, (ii) they have not previously entered into any agreement which remains in effect granting any registration rights with respect to any of their debt securities to any person and (iii) without limiting the generality of the foregoing, without the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Transfer Restricted Securities, they shall not grant to any person the right to request any of the Issuers to register any debt securities of such Issuer under the Securities Act unless the rights so granted are not in conflict or inconsistent with the provisions of this Agreement. (j) No Piggyback on Registrations. Neither the Issuers nor any of their respective security holders (other than the Holders of Transfer Restricted Securities in such capacity) shall have the right to include any securities of the Issuers in any Shelf Registration or Registered Exchange Offer other than Transfer Restricted Securities. (k) Severability. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or -19- invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. [Remainder of page intentionally left blank] -20- Please confirm that the foregoing correctly sets forth the agreement between the Issuers and the Initial Purchasers. Very truly yours, LIN TELEVISION CORPORATION By: /s/ William A. Cunningham Name: William A. Cunningham Title: Vice President - Controller LIN TV CORP., as Guarantor By: /s/ Peter E. Maloney Name: Peter E. Maloney Title: Vice President - Finance -21- AIRWAVES, INC. KXAN, INC. KXTX HOLDINGS, INC. LINBENCO, INC. LIN SPORTS, INC. LIN TELEVISION OF SAN JUAN, INC. LIN TELEVISION OF TEXAS, INC. PRIMELAND TELEVISION, INC. NORTH TEXAS BROADCASTING CORPORATION WNJX-TV, INC. WOOD TELEVISION, INC. WTNH BROADCASTING, INC. TVL BROADCASTING OF ABILENE, INC. TVL BROADCASTING, INC. WEYI TELEVISION, INC. as Guarantors By: /s/ William A. Cunningham Name: William A. Cunningham Title: Vice President - Controller TELEVICENTRO OF PUERTO RICO, LLC, as a Guarantor By: LIN Television of San Juan, Inc., its Managing Member By: /s/ William A. Cunningham Name: William A. Cunningham Title: Vice President - Controller -22- INDIANA BROADCASTING, LLC LIN AIRTIME, LLC PROVIDENCE BROADCASTING, LLC WAVY BROADCASTING, LLC WOOD LICENSE CO., LLC WIVB BROADCASTING, LLC WWLP BROADCASTING, LLC as Guarantors By: LIN Television Corporation, its Managing Member By: /s/ William A. Cunningham Name: William A. Cunningham Title: Vice President - Controller -23- LIN TELEVISION OF TEXAS, L.P. as a Guarantor By: LIN Television of Texas, Inc., its General Partner By: /s/ William A. Cunningham Name: William A. Cunningham Title: Vice President - Controller ABILENE BROADCASTING, LLC TVL BROADCASTING OF RHODE ISLAND, LLC WDTN BROADCASTING, LLC WEYI BROADCASTING, LLC WUPW BROADCASTING, LLC as Guarantors By: TVL Broadcasting, Inc., its Managing Member By: /s/ William A. Cunningham Name: William A. Cunningham Title: Vice President - Controller -24- Accepted by: J.P. MORGAN SECURITIES INC. By: /s/ Jessica Kearns Jessica Kearns Managing Director For itself and on behalf of the several Initial Purchasers named in Schedule I hereto. -25- SCHEDULE I Initial Purchasers J.P. Morgan Securities Inc. Deutsche Bank Securities Inc. Bear, Stearns & Co. Inc. Fleet Securities, Inc. Morgan Stanley & Co. Incorporated Scotia Capital (USA) Inc. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging 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. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 days after the Expiration Date (as defined herein), they will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 days after the Expiration Date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [DATE], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold 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 Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at 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 such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission 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 the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any broker-dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D [ ] 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: ________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired 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 Exchange Securities; 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. EX-4.5 6 b47166ltexv4w5.txt EX-4.5 REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT AMONG LIN TELEVISION CORPORATION, AS ISSUER, THE GUARANTORS NAMED HEREIN, AND DEUTSCHE BANK SECURITIES INC. J.P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED BEAR, STEARNS & CO. INC. FLEET SECURITIES, INC. SCOTIA CAPITAL (USA) INC., AS INITIAL PURCHASERS DATED AS OF MAY 12, 2003 REGISTRATION RIGHTS AGREEMENT dated as of May 12, 2003 among LIN Television Corporation, a Delaware corporation and a wholly owned subsidiary of LIN TV Corp. ("LIN TELEVISION" or the "ISSUER"), the Guarantors (as defined herein) and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., Fleet Securities, Inc., and Scotia Capital (USA) Inc. (collectively, the "INITIAL PURCHASERS") delivered pursuant to the Purchase Agreement dated May 6, 2003 (the "PURCHASE AGREEMENT"), among LIN Television, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, each of LIN Television and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. Each of LIN Television and the Guarantors agrees with the Initial Purchasers, (i) for their benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to time of the Debentures (as defined herein) and the Affiliate Guarantees (as defined herein) and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issued upon exchange of the Debentures (each of the foregoing a "HOLDER" and together the "HOLDERS"), as follows: SECTION 1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: "AFFILIATE" means with respect to any specified person, an "affiliate," as defined in Rule 144, of such person. "AFFILIATE GUARANTEES" has the meaning assigned such term in the Indenture. "AMENDMENT EFFECTIVENESS DEADLINE DATE" has the meaning set forth in Section 2(d) hereof. "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close. "COMMON STOCK" means the shares of class A common stock, par value $.01 per share, of LIN TV and any other shares of common stock as may constitute "Common Stock" for purposes of the Indenture, including the Underlying Common Stock. "DAMAGES ACCRUAL PERIOD" has the meaning set forth in Section 2(e) hereof. "Damages Payment Date" means each May 15 and November 15. "DEBENTURES" means the 2.50% Exchangeable Senior Subordinated Debentures Due 2033 of the Issuer to be purchased pursuant to the Purchase Agreement. "DEFERRAL NOTICE" has the meaning set forth in Section 3(h) hereof. "DEFERRAL PERIOD" has the meaning set forth in Section 3(h) hereof. 2 "EFFECTIVE EXCHANGE PRICE" has the meaning assigned such term in the Indenture. "EFFECTIVENESS DEADLINE DATE" has the meaning set forth in Section 2(a) hereof. "EFFECTIVENESS PERIOD" means the period commencing on the date hereof and ending on the date that all Registrable Securities have ceased to be Registrable Securities. "EVENT" has the meaning set forth in Section 2(e) hereof. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. "FILING DEADLINE DATE" has the meaning set forth in Section 2(a) hereof. "GUARANTORS" has the meaning assigned such term in the Indenture. "HOLDER" has the meaning set forth in the second paragraph of this Agreement. "INDENTURE" means the Indenture, dated as of May 12, 2003, among the Issuer, the Guarantors and The Bank of New York, as trustee, pursuant to which the Debentures and the Affiliate Guarantees are being issued. "INITIAL PURCHASERS" means Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Bear, Steams & Co. Inc., Fleet Securities, Inc., and Scotia Capital (USA) Inc. "INDEMNIFIED HOLDER" has the meaning set forth in Section 6(a) hereof. "INDEMNIFIED ISSUER" has the meaning set forth in Section 6(b) hereof. "INITIAL SHELF REGISTRATION STATEMENT" has the meaning set forth in Section 2(a) hereof. "ISSUE DATE" means May 12, 2003. "ISSUER" has the meaning set forth in the preamble hereof. "LIN TV" means LIN TV Corp., a Delaware corporation. "LIQUIDATED DAMAGES AMOUNT" has the meaning set forth in Section 2(e) hereof. "MATERIAL EVENT" has the meaning set forth in Section 3(h) hereof. "NOTICE AND QUESTIONNAIRE" means a written notice delivered to the Issuer containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum of the Issuer dated May 12, 2003 relating to the Debentures. "NOTICE HOLDER" means, on any date, any Holder that has delivered a Notice and Questionnaire to the Issuer on or prior to such date. 3 "PURCHASE AGREEMENT" has the meaning set forth in the preamble hereof. "PROSPECTUS" means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus. "RECORD HOLDER" means with respect to any Damages Payment Date relating to any Debentures or Underlying Common Stock as to which any Liquidated Damages Amount has accrued, the registered holder of such Debenture or Underlying Common Stock on the May 1 immediately preceding a Damages Payment Date occurring on a May 15, and on the November 1 immediately preceding a Damages Payment Date occurring on a November 15. "REGISTRABLE SECURITIES" means the Debentures and the Affiliate Guarantees until such Debentures and Affiliate Guarantee have been converted into or exchanged for the Underlying Common Stock and, at all times subsequent to any such conversion or exchange, the Underlying Common Stock and any securities into or for which such Underlying Common Stock has been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event until, in the case of any such security the earliest of (i) its resale in accordance with the Registration Statement covering sales and offers of such securities by Holders thereof, (ii) expiration of the holding period that would be applicable thereto under Rule 144(k) to a sale by a non-Affiliate of the Issuer or LIN TV, as the case may be, and (iii) its sale to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act. "REGISTRATION STATEMENT" means any registration statement of the Issuer and the Guarantors that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement. "RESTRICTED SECURITIES" means "Restricted Securities" as defined in Rule 144. "RULE 144" means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. "RULE 144A" means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. "SEC" means the Securities and Exchange Commission. "SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder. "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section 2(a) hereof. 4 "SPECIAL COUNSEl" means a nationally recognized law firm experienced in securities law matters designated by the Issuer, with the written consent of the Initial Purchasers (which shall not be unreasonably withheld), the reasonable fees and expenses of which will be paid by the Issuer pursuant to Section 5 hereof, or one such other successor counsel as shall be specified by the Holders of a majority of the Registrable Securities. For purposes of determining the holders of a majority of the Registrable Securities in this definition, Holders of Debentures shall be deemed to be the Holders of the number of shares of Underlying Common Stock into which such Debentures are or would be exchangeable as of the date the consent is requested. "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning set forth in Section 2(b) hereof. "TIA" means the Trust Indenture Act of 1939, as amended. "TRUSTEE" means The Bank of New York, the Trustee under the Indenture. "UNDERLYING COMMON STOCK" means the Common Stock into which the Debentures are exchangeable or issued upon any such exchange. SECTION 2. Shelf Registration. (a) The Issuer and the Guarantors shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "FILING DEADLINE DATE") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Issuer and the Guarantors shall use their best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the Issue Date, and, subject to Section 3(h), to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No holders of a security issued by the Issuer or any Guarantor (other than the Holders of Registrable Securities) shall have the right to include any such security in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Issuer and the Guarantors shall use their reasonable best efforts to obtain the prompt withdrawal of any order suspending 5 the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf Registration Statement is filed, the Issuer and the Guarantors shall use their best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Issuer and the Guarantors shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Issuer and the Guarantors for such Shelf Registration Statement, if required by the Securities Act or as necessary to name a Notice Holder as a selling securityholder pursuant to Section (d) below. (d) Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(h). Following the date that the Initial Shelf Registration Statement is declared effective, each Holder wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Issuer at least fifteen (15) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. Each Holder who elects to sell Registrable Securities pursuant to a Shelf Registration Statement agrees by submitting a Notice and Questionnaire to the Issuer, it will be bound by the terms and conditions of the Notice and Questionnaire and this Agreement. From and after the date the Initial Shelf Registration Statement is declared effective, the Issuer and the Guarantors shall, as promptly as practicable after the date a Notice and Questionnaire is delivered pursuant to Section 8(c) hereof, and in any event upon the later of (x) fifteen (15) Business Days after such date or (y) five (5) Business Days after the expiration of any Deferral Period in effect when the Notice and Questionnaire is delivered: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Issuer and the Guarantors shall file a posteffective amendment to the Shelf Registration Statement, use their reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; 6 (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Issuer and the Guarantors shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(h). Notwithstanding anything contained herein to the contrary, (i) neither the Issuer nor the Guarantors shall be under any obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Issuer shall incur no obligation to pay Liquidated Damages during such extension or during such Deferral Period) if such Deferral Period shall be in effect on the Amendment Effectiveness Deadline Date. (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if, other than as permitted hereunder, (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Issuer and the Guarantors failed to perform their obligations set forth in Section 2(d)(i) within the time period required therein, (iv) any post-effective amendment to a Shelf Registration Statement filed pursuant to Section 2(d)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date, or (v) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(h) hereof. Each event described in any of the foregoing clauses (i) through (v) is individually referred to herein as an "EVENT." For purposes of this Agreement, each Event set forth above shall begin and end on the dates set forth in the table set forth below:

Type of Event by Beginning Ending Clause Date Date ------ ---- ---- (i) Filing Deadline Date the date the Initial Shelf Registration Statement is filed

7

Type of Event by Beginning Ending Clause Date Date ------ ---- ---- (ii) Effectiveness Deadline Date the date the Initial Shelf Registration Statement becomes effective under the Securities Act (iii) the date by which the Issuer the date the Issuer and the and the Guarantors are Guarantors perform their required to perform their obligations set forth in Section obligations under Section 2(d) 2(d) (iv) the Amendment Effectiveness the date the applicable Deadline Date post-effective amendment to a Shelf Registration Statement becomes effective under the Securities Act (v) the date on which the termination of the Deferral aggregate duration of Period that caused the limit on Deferral Periods in any the aggregate duration of period exceeds the number of Deferral Periods to be exceeded days permitted by Section 3(h)

Subject to Section 3(h), for purposes of this Agreement, Events shall begin on the dates set forth in the table above and shall continue until the ending dates set forth in the table above. Commencing on (and including) any date that an Event has begun and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a "DAMAGES ACCRUAL PERIOD"), the Issuer shall pay, as liquidated damages and not as a penalty, to Record Holders of Registrable Securities an amount (the "LIQUIDATED DAMAGES AMOUNT") accruing, for each day in the Damages Accrual Period, (i) in respect of any Debenture, at a rate per annum equal to 0.50% on the aggregate principal amount of such Debenture and (ii) in respect of each share of Underlying Common Stock that has been issued upon exchange of a Debenture at a rate per annum equal to 0.50% on the Effective Exchange Price in effect as of the first day of such Damages Accrual Period, as the case may be; provided that in the case of a Damages Accrual Period that is in effect solely as a result of an Event of the type described in clause (iii), (iv) or (v) of the preceding paragraph, such Liquidated Damages Amount shall be paid only to the Holders (as set forth in the succeeding paragraph) that have delivered Notices 8 and Questionnaires that caused the Issuer and the Guarantors to incur the obligations set forth in Section 2(d) the non-performance of which is the basis of such Event. In calculating the Liquidated Damages Amount on any date on which no Debentures are outstanding, the Effective Exchange Price and the Liquidated Damages Amount payable with respect to shares of Common Stock that are Registrable Securities, shall be calculated as if the Debentures were still outstanding. Notwithstanding the foregoing, no Liquidated Damages Amount shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. The Liquidated Damages Amount shall accrue from the first day of the applicable Damages Accrual Period, and shall be payable on each Damages Payment Date during the Damage Accrual Period to the Record Holders of the Registrable Securities entitled thereto; provided that if the Damage Accrual Period does not end on a Damages Payment Date, the Liquidated Damages Amount shall be payable to the Record Holders as of the date on which such Damage Accrual Period ends; provided further that any Liquidated Damages Amount accrued with respect to any Debenture or portion thereof redeemed or repurchased by the Issuer on a redemption date or a purchase date or exchanged for Underlying Common Stock on an exchange date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Debenture or portion thereof for redemption, repurchase or exchange on the applicable redemption date, purchase date or exchange date, as the case may be, on such date (or promptly following the exchange date, in the case of exchange); provided further, that, in the case of an Event of the type described in clause (iii), (iv) or (v) of the first paragraph of this Section 2(e), such Liquidated Damages Amount shall be paid only to the Holders entitled thereto pursuant to such first paragraph by check mailed to the address set forth in the Notice and Questionnaire delivered by such Holder. The Trustee shall be entitled, on behalf of registered holders of Debentures or Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, including for the payment of such Liquidated Damages Amount. Notwithstanding the foregoing, the parties agree that the sole damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude any Holder from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. The obligation of the Issuer to pay any Liquidated Damages Amount as described in this Section 2(e) shall be subordinated in right of payment, to the same extent and in same the manner as provided in Article 5 of the Indenture as if such obligations were Indebtedness (as defined in the Indenture) evidenced by the Securities (as defined in the Indenture), to the payment when due of all Senior Indebtedness (as defined in the Indenture) of the Issuer. The parties hereto agree and acknowledge that such subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. Such Indebtedness shall in all respects rank pari passu with all other Senior Subordinated Indebtedness (as defined in the Indenture) of the Issuer, and only Indebtedness of the Issuer that is Senior Indebtedness will rank senior to such Indebtedness in accordance with the provisions set forth in the Indenture as if such Indebtedness were Indebtedness evidenced by the Securities. 9 All of the Issuer's and the Guarantors' obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof. SECTION 3. Registration Procedures. In connection with the registration obligations of the Issuer and the Guarantors under Section 2 hereof, during the Effectiveness Period, the Issuer and the Guarantors shall: (a) Prepare and file with the SEC a Registration Statement or Registration Statements on any appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use their best efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided that before filing any Registration Statement or Prospectus or any amendments or supplements thereto with the SEC (but excluding reports filed with the SEC under the Exchange Act), furnish to the Initial Purchasers and the Special Counsel of such offering, if any, copies of all such documents proposed to be filed at least three (3) Business Days prior to the filing of such Registration Statement or amendment thereto or Prospectus or supplement thereto. (b) Subject to Section 3(h), prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable period specified in Section 2(a); cause the related Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use their reasonable best efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented. (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchasers and the Special Counsel, if any, (i) when any Prospectus, prospectus supplement, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment, when the same has been declared effective, (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose, (iii) of the receipt by the Issuer or any Guarantor of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any 10 jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) of the occurrence of, but not the nature of or details concerning, a Material Event and (v) of the determination by the Issuer or any Guarantor that a post-effective amendment to a Registration Statement will be filed with the SEC, which notice may, at the discretion of the Issuer or any Guarantor (or as required pursuant to Section 3(h)), state that it constitutes a Deferral Notice, in which event the provisions of Section 3(h) shall apply. (d) Use their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide notice as promptly as practicable to each Notice Holder and the Initial Purchasers of the withdrawal of any such order. (e) As promptly as practicable furnish to each Notice Holder, the Special Counsel, if any, and the Initial Purchasers, upon request and without charge, at least one (1) conformed copy of the Registration Statement and any amendment thereto, including exhibits and if requested, all documents incorporated or deemed to be incorporated therein by reference. (f) During the Effectiveness Period, deliver to each Notice Holder, the Special Counsel, if any, and the Initial Purchasers, in connection with any sale of Registrable Securities pursuant to a Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder may reasonably request; and the Issuer and the Guarantors hereby consent (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (g) Prior to any public offering of the Registrable Securities pursuant to a Registration Statement, use their reasonable best efforts to register or qualify or cooperate with the Notice Holders and the Special Counsel, if any, in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use their reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Registration Statement and the related Prospectus; provided that neither the Issuer nor any Guarantor will be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. 11 (h) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a "MATERIAL EVENT") as a result of which any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending or prospective corporate development that, in the reasonable discretion of the Issuer, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus: (i) in the case of clause (B) above, subject to the next sentence, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement, subject to the next sentence, use their reasonable best efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders, and the Special Counsel, if any, that the availability of the Shelf Registration Statement is suspended (a "DEFERRAL NOTICE") and, upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by Issuer that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Issuer and the Guarantors will use their reasonable best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Issuer, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Issuer or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in the case of clause (C) above, as soon as in the sole judgment of the Issuer, such suspension is no longer appropriate. The Issuer shall be entitled to exercise its rights under this Section 3(h) to suspend the availability of the Shelf Registration Statement or any Prospectus, without incurring or accruing any obligation to pay liquidated damages pursuant to Section 2(e) (the "DEFERRAL PERIOD"); provided that the aggregate duration of any Deferral Periods shall not exceed an 12 aggregate of 30 days in any three month period or an aggregate of 90 days in any twelve (12) month period. (i) If reasonably requested in writing in connection with a disposition of Registrable Securities pursuant to a Registration Statement, make reasonably available for inspection during normal business hours by a representative for the Notice Holders of such Registrable Securities, any broker-dealers, attorneys and accountants retained by such Notice Holders, and any attorneys or other agents retained by a broker-dealer engaged by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of LIN TV and its subsidiaries, and cause the appropriate officers, directors and employees of LIN TV and its subsidiaries to make reasonably available for inspection during normal business hours on reasonable notice all relevant information reasonably requested by such representative for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided that such persons shall first agree in writing with LIN TV that any information that is reasonably designated by LIN TV as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Issuer or an Guarantor and such source is not bound by a confidentiality agreement, and provided further that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. Any person legally compelled to disclose any such confidential information made available for inspection shall provide the Issuer with prompt prior written notice of such requirement so that the Issuer may seek a protective order or other appropriate remedy. (j) Comply with all applicable rules and regulations of the SEC and make generally available to their securityholders earning statements (which need not be audited) satisfying the provisions of Section 11 (a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) for a 12-month period commencing on the first day of the first fiscal quarter of LIN TV commencing after the effective date of a Registration Statement, which statements shall be made available no later than 45 days after the end of the 12-month period or 90 days if the 12month period coincides with the fiscal year of LIN TV. (k) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold or to be sold pursuant to a Registration Statement, which certificates shall not bear any restrictive legends, cause such Registrable Securities that are Debentures to be in such denominations as are permitted by the Indenture and cause such Registrable Securities to be registered in such names as such Notice Holder may request, at least two (2) Business Day prior to any sale of such Registrable Securities, in writing. 13 (l) Provide a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of such Registration Statement and provide the Trustee and the transfer agent for the Common Stock with printed certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. (m) Cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (n) Upon (i) the filing of the Initial Shelf Registration Statement and (ii) the effectiveness of the Initial Shelf Registration Statement, announce the same, in each case by release to Reuters Economic Services and Bloomberg Business News or other reasonable means of distribution. SECTION 4. Holder's Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Issuer with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Issuer all information required to be disclosed in order to make the information previously furnished to the Issuer by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Issuer may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. SECTION 5. Registration Expenses. The Issuer shall bear all fees and expenses incurred in connection with the performance by the Issuer and the Guarantors of their obligations under Sections 2 and 3 of this Agreement whether or not any Registration Statement is declared effective. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made with the National Association of Securities Dealers, Inc. and (y) of compliance with federal and state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of the Special Counsel, if any, in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as Notice Holders of a majority of the Registrable Securities being sold pursuant to a Registration Statement may designate), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii) duplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Issuer and the Guarantors in connection with the Shelf Registration Statement, (v) reasonable fees and disbursements of the Trustee and 14 its counsel and of the registrar and transfer agent for the Common Stock and (vi) any Securities Act liability insurance obtained by the Issuer and the Guarantors in their sole discretion. In addition, the Issuer shall pay the internal expenses of the Issuer and the Guarantors (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing by LIN TV of the Registrable Securities on any securities exchange on which similar securities of LIN TV are then listed and the fees and expenses of any person, including special experts, retained by the Issuer and the Guarantors. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities shall pay selling expenses, including any underwriting discount and commissions, and all registration expenses to the extent required by applicable law. SECTION 6. Indemnification and Contribution. (a) Indemnification by the Guarantors and the Issuer. In the event of a Registration Statement, each of the Issuer and the Guarantors shall, jointly and severally, indemnify and hold harmless each Notice Holder, its Affiliates, each person who controls such Holder or such Affiliates within the meaning of the Securities Act or Exchange Act and their respective officers, directors, employees, representatives and agents (collectively referred to for purposes of this Section 6 as a "INDEMNIFIED HOLDER") from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of Registrable Securities), to which that Indemnified Holder may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall, jointly and severally, reimburse each Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by that Indemnified Holder in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Issuer nor any Guarantor shall be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with any information included in any Registration Statement in reliance upon or in conformity with written information furnished to the Issuer or LIN TV by or on behalf of any Holder specifically for use therein; and provided further, however, that with respect to any such untrue statement in or omission from any related preliminary prospectus (as amended or supplemented) or, if amended or supplemented, any related final prospectus (excluding the correcting amendment or supplement), the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any such Indemnified Holder from whom the person asserting any such loss, claim, damage, liability or action received Registrable Securities to the extent that such loss, claim, damage, liability or action of or with respect to such Indemnified Holder results from the fact that both (A) a copy of the final prospectus (together with any correcting amendments or supplements) was not sent or given to 15 such person at or prior to the written confirmation of the sale of such Registrable Securities to such person and (B) the untrue statement in or omission from any related preliminary prospectus (as amended or supplemented) or, if amended or supplemented, any related final prospectus (excluding the correcting amendment or supplement) was corrected in the final prospectus or, if applicable, an amendment or supplement thereto and the final prospectus (as amended or supplemented) does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact unless, in either case, such failure to deliver the final prospectus was a result of non-compliance by the Issuer or any Guarantor with Section 3(e) or 3(f). (b) Indemnification by Holders. In the event of a Registration Statement, each Holder, severally and not jointly, shall indemnify and hold harmless each Guarantor and the Issuer, their respective Affiliates, each person who controls any such Guarantor or the Issuer, as the case may be, or any such Affiliates within the meaning of the Securities Act or Exchange Act and their respective officers, directors, employees, representatives and agents (collectively referred to for purposes of this Section 6(b) and Section 6(d) as the "INDEMNIFIED ISSUERS"), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Indemnified Issuers may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with any information included in any Registration Statement in reliance upon or in conformity with written information furnished to the Issuer or LIN TV by or on behalf of any Holder specifically for use therein, and shall reimburse the Indemnified Issuers for any legal or other expenses reasonably incurred by the Indemnified Issuers in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that no such Holder shall be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. (c) Conduct of Indemnification Proceedings. Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent that it has been materially prejudiced by such failure; and provided further, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it 16 wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than the reasonable costs of investigation; provided, however, that an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based upon advice of counsel to the indemnified party) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based upon advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at any one time for all such indemnified party or parties. Each indemnified party, as a condition of the indemnity agreements contained in Sections 6(a) and 6(b), shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) Contribution. If the indemnification provided for in Section 6 is unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by LIN TV and the Issuer from the offering and sale of the Registrable Securities, on the one hand, and a Holder with respect to the sale by such Holder of Registrable Securities, on the other, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of LIN TV and the Issuer on the one hand 17 and such Holder on the other with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Issuer and the Guarantors shall be deemed to be equal to the total net proceeds from the initial placement pursuant to the Purchase Agreement (before deducting expenses) of the Registrable Securities to which such losses, claims, damages or liabilities relate. The relative benefits received by any Holder shall be deemed to be equal to the value of receiving Registrable Securities that are registered under the Securities Act. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to LIN TV, the Issuer or information supplied by LIN TV or the Issuer, on the one hand, or to any information included in any Registration Statement in reliance upon or in conformity with written information furnished to the Issuer or LIN TV by or on behalf of any Holder specifically for use therein supplied by such Holder, on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 6(d) shall be deemed to include, for purposes of this Section 6(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such action or claim. Notwithstanding the provisions of this Section 6(d), an indemnifying party that is a Holder of Registrable Securities shall not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party to any purchaser exceeds the amount of any damages which such indemnifying party has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an indemnified party at law or in equity, hereunder, under the Purchase Agreement or otherwise. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder, any person controlling any Holder or any Affiliate of any Holder or by or on behalf of LIN TV or the Issuer, their respective officers or directors or any person controlling LIN TV or the Issuer and (iii) the sale of any Registrable Securities by any Holder. SECTION 7. Information Requirements. Each of LIN TV and the Issuer covenants that, if at any time before the end of the Effectiveness Period LIN TV or the Issuer, as the case may be, is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder and take such further reasonable action as any Holder may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may 18 reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder, LIN TV or the Issuer, as the case may be, shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in LIN TV's or the Issuer's most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require LIN TV or the Issuer to register any of its securities (other than the Common Stock) under any section of the Exchange Act. SECTION 8. Miscellaneous. (a) No Conflicting Agreements. The Issuer and each Guarantor represents, warrants and agrees that (i) it has not entered into, and shall not, on or after the date of this Agreement, enter into, any agreement that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof, (ii) it has not previously entered into any agreement which remains in effect granting any registration rights with respect to any of their debt securities to any person and (iii) without limiting the generality of the foregoing, without the written consent of the Holders of a majority of the then outstanding Underlying Common Stock constituting Registrable Securities (with Holders of Debentures deemed to be the Holders, for purposes of this Section, of the number of outstanding shares of Underlying Common Stock into which such Debentures are or would be exchangeable as of the date on which such consent is requested), it shall not grant to any person the right to request the Issuer or any Guarantor to register any debt securities of the Issuer or any such Guarantor under the Securities Act unless the rights so granted are not in conflict or inconsistent with the provisions of this Agreement. (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless LIN TV has obtained the written consent of Holders of a majority of the then outstanding Underlying Common Stock constituting Registrable Securities (with Holders of Debentures deemed to be the Holders, for purposes of this Section, of the number of outstanding shares of Underlying Common Stock into which such Debentures are or would be exchangeable as of the date on which such consent is requested). Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Registration Statement; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence. (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by telecopier, by courier guaranteeing overnight delivery or by first-class mail, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after 19 being deposited with such courier, if made by overnight courier or (iv) five (5) Business Days after being deposited in the mail, if made by first-class mail, to the parties as follows: (i) if to a Holder, at the most current address given by such Holder to the Issuer in a Notice and Questionnaire or any amendment thereto; (ii) if to LIN TV, to: LIN TV Corp. Four Richmond Square, Suite 200 Providence, RI 02906 Attention: Deborah Jacobson Telecopy No.: (401) 273-8779 and LIN Television Corporation Four Richmond Square, Suite 200 Providence, RI 02906 Attention: Deborah Jacobson Telecopy No.: (401) 273-8779 (iii) if to the Initial Purchasers, to: Deutsche Bank Securities Inc. 31 West 52nd Street New York, NY 10019 Attention: Elizabeth Chang Telecopy No.: (646) 324-7551 or to such other address as such person may have furnished to the other persons identified in this Section 8(c) in writing in accordance herewith. (d) Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by LIN TV, the Guarantors or any of their Affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders if such subsequent Holders are deemed to be such Affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. (e) Successors and Assigns. Any person who purchases any Registrable Securities from the Initial Purchasers shall be deemed, for purposes of this Agreement, to be an assignee of the Initial Purchasers. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall inure to the benefit of and be binding upon each Holder of any Registrable Securities, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Indenture. If any transferee of any Holder shall acquire Registrable Securities, in 20 any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such person shall be entitled to receive the benefits hereof. (f) Counterparts. This Agreement may be executed in any number of counterparts (which may be delivered in original form or by telecopier) and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT OF THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. (i) Severability. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. (j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Issuer and the Guarantors with respect to the Registrable Securities. Except as provided in the Purchase Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Issuer and the Guarantors with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such registration rights. No party hereto shall have any rights, duties or obligations other than those specifically set forth in this Agreement. In no event will such methods of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Issuer and the Guarantors. (k) Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period, except for any liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to make payments of and provide for liquidated 21 damages under Section 2(e) hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. LIN TV CORP. By: /s/ Denise M. Parent ---------------------------------------------- Name: Denise M. Parent Title: Vice President - Deputy General Counsel 22 LIN TELEVISION CORPORATION By: /s/ Denise M. Parent ---------------------------------------------- Name: Denise M. Parent Title: Vice President - Deputy General Counsel 23 AIRWAVES, INC. KXAN, INC. KXTX HOLDINGS, INC. LINBENCO, INC. LIN SPORTS, INC. LIN TELEVISION OF SAN JUAN, INC. LIN TELEVISION OF TEXAS, INC. PRIMELAND TELEVISION, INC. NORTH TEXAS BROADCASTING CORPORATION WNJX-TV, INC. WOOD TELEVISION, INC. WTNH BROADCASTING, INC. TVL BROADCASTING OF ABILENE, INC. TVL BROADCASTING, INC. WEYI TELEVISION, INC. as Guarantors By: /s/ Denise M. Parent ---------------------------------------------- Name: Denise M. Parent Title: Vice President - Deputy General Counsel 24 TELEVICENTRO OF PUERTO RICO, LLC, as a Guarantor By: LIN Television of San Juan, Inc., its Managing Member By: /s/ Denise M. Parent ---------------------------------------------- Name: Denise M. Parent Title: Vice President - Deputy General Counsel 25 INDIANA BROADCASTING, LLC LIN AIRTIME, LLC PROVIDENCE BROADCASTING, LLC WAVY BROADCASTING, LLC WOOD LICENSE CO., LLC WIVB BROADCASTING, LLC WWLP BROADCASTING, LLC as Guarantors By: LIN Television Corporation, its Managing Member By: /s/ Denise M. Parent ---------------------------------------------- Name: Denise M. Parent Title: Vice President - Deputy General Counsel 26 LIN TELEVISION OF TEXAS, L.P. as a Guarantor By: LIN Television of Texas, Inc., its General Partner By: /s/ Denise M. Parent ---------------------------------------------- Name: Denise M. Parent Title: Vice President - Deputy General Counsel 27 ABILENE BROADCASTING, LLC TVL BROADCASTING OF RHODE ISLAND, LLC WDTN BROADCASTING, LLC WEYI BROADCASTING, LLC WUPW BROADCASTING, LLC as Guarantors By: TVL Broadcasting, Inc., its Managing Member By: /s/ Denise M. Parent ---------------------------------------------- Name: Denise M. Parent Title: Vice President - Deputy General Counsel 28 Confirmed and accepted as of the date first above written: DEUTSCHE BANK SECURITIES INC. By: /s/ Gregory R. Paul ------------------------------- Name: Gregory R. Paul Title: Managing Director By: /s/ Thomas Prior ---------------------------------------- Name: Thomas Prior Title: Managing Director For itself and on behalf of the Initial Purchasers. 29 EX-4.6 7 b47166ltexv4w6.txt EX-4.6 GUARANTEE DATED AS OF MAY 7, 2003 EXHIBIT 4.6 GUARANTEE GUARANTEE, dated as of May 7, 2003, made by LIN TV Corp. (the "Guarantor") in favor of JPMORGAN CHASE BANK, as Administrative Agent (as defined below) for the banks and other financial institutions or entities (the "Lenders") from time to time parties to the Amended and Restated Credit Agreement, dated as of February 7, 2003 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among LIN HOLDINGS CORP., a Delaware corporation ("Holdings"), LIN TELEVISION CORPORATION, a Delaware corporation (the "Borrower"), TELEVICENTRO OF PUERTO RICO, LLC, a Delaware limited liability company (the "Permitted Borrower"), the Lenders and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent"), swingline lender and issuing lender. W I T N E S S E T H: WHEREAS, the Borrower desires to issue up to an aggregate of $350,000,000 in Senior Subordinated Indebtedness (as defined in the Credit Agreement) consisting of Exchangeable Senior Subordinated Debentures due 2033 (the "Exchangeable Senior Subordinated Notes") and/or Senior Subordinated Notes due 2013 (the "New Senior Subordinated Notes"); WHEREAS, in order to facilitate the successful syndication of the Exchangeable Senior Subordinated Notes and the New Senior Subordinated Notes and for the benefit of any existing or future Senior Subordinated Indebtedness and Senior Unsecured Indebtedness (as defined in the Credit Agreement) issued in accordance with the terms and conditions contained in the Credit Agreement, the Borrower desires that the Guarantor be permitted to guarantee the obligations of the Borrower with respect to Senior Unsecured Indebtedness and Senior Subordinated Indebtedness, including the Exchangeable Senior Subordinated Notes and the New Senior Subordinated Notes; and WHEREAS, the Required Lenders (as defined in the Credit Agreement) and the Administrative Agent have consented (the "Consent") to the issuance by the Guarantor of guarantees in support of obligations of the Borrower with respect to Senior Unsecured Indebtedness and Senior Subordinated Indebtedness, provided that prior to or concurrently with the issuance of any such guarantees the Guarantor guarantee the Obligations (as defined in the Credit Agreement); NOW, THEREFORE, the Guarantor hereby agrees with the Administrative Agent, for the benefit of the Secured Parties (as defined herein), as follows: SECTION 1. DEFINED TERMS 1.1. Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms shall have the following meanings: "Borrower Obligations": the collective reference to the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of the Borrower and the Permitted Borrower to the Administrative Agent, the Swingline Lender, the Issuing Lender or to any Lender (or, in the case of Interest Rate Protection Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, any Notes, any other Loan Documents, the Letters of Credit, any Interest Rate Protection Agreement entered into with any counterparty thereto who was a Lender (or any affiliate of any Lender) at the time such Interest Rate Protection Agreement was entered into or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent, to the Swingline Lender, to the Issuing Lender or to any Lender that are required to be paid by the Borrower or the Permitted Borrower pursuant to the Credit Agreement) or otherwise. "Guarantee": this LIN TV Corp. Guarantee, as the same may be amended, supplemented, waived or otherwise modified from time to time. "Material Adverse Affect": a material adverse effect on (a) the business, operations, properties, condition (financial or otherwise) or prospects of the Guarantor and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Guarantee or any of the other Loan Documents or the rights or remedies of the Administrative Agent, the Swingline Lender, the Issuing Lender or the Lenders hereunder or thereunder. "Secured Parties": (i) the Lenders, (ii) the Administrative Agent, (iii) the Syndication Agent, (iv) the Co-Documentation Agents, (v) the Issuing Lender, (vi) each counterparty to an Interest Rate Protection Agreement entered into with the Borrower or Permitted Borrower if such counterparty was a Lender at the time the Interest Rate Protection Agreement was entered into, (vii) the beneficiaries of each indemnification obligation undertaken by any Grantor under any Loan Document and (viii) the successors and assigns of each of the foregoing. 1.2. Other Definitional Provisions. (a) The words "hereof", "herein", "hereto" and "hereunder" and words of similar import when used in this Guarantee shall refer to this 2 Guarantee as a whole and not to any particular provision of this Guarantee, and Section and paragraph references are to this Guarantee unless otherwise specified. (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. SECTION 2. GUARANTEE 2.1. Guarantee of Borrower Obligations. (a) The Guarantor hereby, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Permitted Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) The Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Administrative Agent or any other Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Borrower Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guarantee. (c) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor under this subsection 2.1 shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (d) The Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this subsection 2.1 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (e) The Guarantor further agrees that its obligations with respect to any guarantee which it may issue in support of the Borrower's obligations under any Senior Subordinated Indebtedness, including the Exchangeable Senior Subordinated Notes and the New Senior Subordinated Notes, shall be subordinated to its obligations under this Guarantee and that any guarantee issued by it with respect to Senior Subordinated Indebtedness shall be on terms no less favorable to the Secured Parties than the subordination provisions of the Senior Subordinated Indebtedness to which such guarantee relates. (f) The guarantee contained in this subsection 2.1 shall remain in full force and effect until all the Borrower Obligations and the obligations of the Guarantor under the guarantee contained in this subsection 2.1 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that 3 from time to time during the term of the Credit Agreement the Borrower and the Permitted Borrower may be free from any Borrower Obligations. (g) No payment made by the Borrower, the Permitted Borrower, any other guarantor or any other Person or received or collected by the Administrative Agent or any Secured Party from the Borrower, the Permitted Borrower, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Borrower Obligations or any payment received or collected from the Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the Guarantor hereunder until, subject to subsection 2.5, the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. 2.2. No Subrogation. Notwithstanding any payment made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Administrative Agent or any Secured Parties, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party against the Borrower, the Permitted Borrower or any other guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Secured Party for the payment of the Borrower Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower, Permitted Borrower or any other guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Secured Parties by the Borrower and the Permitted Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in accordance with the Credit Agreement. 2.3. Amendments, etc. with respect to the Borrower Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Secured Party may be rescinded by the Administrative Agent or such Secured Party and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative 4 Agent (or appropriate Secured Parties, as the case may be, in accordance with the Credit Agreement) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Secured Party for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released in accordance with the terms of the Credit Agreement. Neither the Administrative Agent nor any Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or any property subject thereto. 2.4. Guarantee Absolute and Unconditional. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon the guarantee contained in subsection 2.1 or acceptance of the guarantee contained in subsection 2.1; the Borrower Obligations, and any of them, shall conclusively be deemed to have been extended, and the Consent shall have conclusively been deemed to have been made, in reliance upon the guarantee contained in subsection 2.1; and all dealings between the Borrower, the Permitted Borrower, the Guarantor and any other guarantor, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in subsection 2.1. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, the Permitted Borrower or any other guarantor with respect to the Borrower Obligations. The Guarantor understands and agrees that the guarantee contained in subsection 2.1 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, the Permitted Borrower, any other guarantor or any other Person against the Administrative Agent or any Secured Party, other than payment in full of the Borrower Obligations (except as set forth elsewhere in this Agreement), or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower, the Permitted Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, the Permitted Borrower or any other guarantor for the Borrower Obligations, or of the Guarantor under the guarantee contained in subsection 2.1, in bankruptcy or in any other instance (other than a defense of payment or performance). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent or any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, the Permitted Borrower, any other guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, the Permitted Borrower, any other guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, the Permitted Borrower, any other guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation 5 or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party against the Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. 2.5. Reinstatement. This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other guarantor or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 2.6. Payments. The Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the office of the Administrative Agent located at 1111 Fannin, 10th Floor, Houston, Texas 77002. SECTION 3. REPRESENTATIONS AND WARRANTIES 3.1. Representatives and Warranties. (a) The Guarantor (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except to the extent that the failure to so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Guarantor has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform this Guarantee and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Guarantee. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Guarantee. This Guarantee has been duly executed and delivered on behalf of the Guarantor. This Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 6 (c) The execution, delivery and performance of this Guarantee will not violate any Requirement of Law or material Contractual Obligation of the Guarantor or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or material Contractual Obligation (other than pursuant to this Guarantee). (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Guarantor, threatened by or against the Guarantor or any of its Subsidiaries or against any of its or their respective properties or revenues (x) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (y) which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. SECTION 4. MISCELLANEOUS 4.1. Amendments in Writing. Subject to the terms of the Credit Agreement, the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified by a written instrument executed by the Guarantor and the Administrative Agent. 4.2. Notices. All notices, requests and demands under this Guarantee shall be given in accordance with subsection 10.2 of the Credit Agreement. Any notice, request or demand to be given to the Guarantor shall be given in care of ("c/o") the Borrower at the Borrower's address or transmission number specified in or pursuant to such subsection 10.2 of the Credit Agreement. 4.3. Further Assurances. The Guarantor hereby covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Guarantee until payment in full of the Borrower Obligations then due and owing and the termination of the Revolving Credit Commitments (or the earlier termination of this Guarantee in accordance with subsection 2.1 hereof), at any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Guarantor, the Guarantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Guarantee and of the rights herein granted. 4.4. No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 4.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Secured Party, any right, power or privilege hereunder or under any Loan Document shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder or under any Loan Document shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Secured Party of any right or remedy hereunder or under any Loan Document on any one occasion shall not be 7 construed as a bar to any right or remedy which the Administrative Agent or such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 4.5. Counterparts. This Guarantee may be executed on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the counterparts of this Guarantee shall be lodged with the Administrative Agent. 4.6. Enforcement Expenses, Indemnification. (a) The Guarantor agrees to pay or reimburse each Secured Party and the Administrative Agent for all its costs and expenses incurred in collecting against the Guarantor under the guarantee contained in subsection 2, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. (b) The Guarantor agrees to pay, and to save the Administrative Agent and the Secured Parties harmless from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the same extent the Borrower would be required to do so pursuant to subsection 9.7 of the Credit Agreement. (c) The agreements in this subsection 4.6 shall survive repayment of the Borrower Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. 4.7. Set-Off. In addition to any rights and remedies of the Administrative Agent and the Secured Parties provided by law, the Administrative Agent and each Secured Party shall have the right, without prior notice to the Guarantor, any such notice being expressly waived by the Guarantor to the extent permitted by applicable law, upon any amount becoming due and payable by the Guarantor hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Secured Party or any branch or agency thereof to or for the credit or the account of the Guarantor. The Administrative Agent and each Secured Party agrees promptly to notify the Guarantor and (if applicable) the Administrative Agent after any such set off and application made by the Administrative Agent or such Secured Party, provided that the failure to give such notice shall not affect the validity of such setoff and application. 4.8. Severability. Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 8 4.9. Integration. This Guarantee represents the entire agreement of the Guarantor and the Administrative Agent with respect to the subject matter hereof and there are no promises or representations by the Guarantor, the Administrative Agent or any other Secured Party relative to the subject matter hereof not reflected or referred to herein. 4.10. Successors and Assigns. This Guarantee shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit of the Administrative Agent and the Secured Parties and their successors and assigns; provided that the Guarantor may not assign, transfer or delegate any of its rights or obligations under this Guarantee without the prior written consent of the Administrative Agent. 4.11. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 4.12. Submission To Jurisdiction; Waivers. The Guarantor hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Guarantee or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Guarantor at its address referred to in subsection 4.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection 4.12(e) any special, exemplary, punitive or consequential damages. 4.13. Acknowledgments. The Guarantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Guarantee; (b) neither the Administrative Agent nor any Secured Party has any fiduciary relationship with or duty to the Guarantor arising out of or in connection with this Guarantee or 9 any of the other Loan Documents and the relationship between Administrative Agent and Secured Parties, on one hand, and the Guarantor, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Guarantor and the Secured Parties. 4.14. WAIVERS OF JURY TRIAL. THE GUARANTOR AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN. 4.15. Section Headings. The Section headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 4.16. Releases. At such time as the Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, this Guarantee and all obligations (other than those expressly stated to survive such termination) of the Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. 10 IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed and delivered as of the day first above written. LIN TV CORP. By: /s/ Deborah R. Jacobson Name: Deborah R. Jacobson Title: Vice President Corporate Development and Treasurer ACKNOWLEDGED AND AGREED AS OF THE DATE HEREOF BY: JPMORGAN CHASE BANK, as Administrative Agent By:___________________________ Title: 11 EX-31.1 8 b47166ltexv31w1.txt EX-31.1 CERTIFICATION OF CEO OF LIN TV CORP Exhibit 31.1 CERTIFICATIONS I, Gary R. Chapman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of LIN TV Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Gary R. Chapman --------------------------------- Dated: August 5, 2003 Gary R. Chapman Chief Executive Officer EX-31.2 9 b47166ltexv31w2.txt EX-31.2 CERTIFICATION OF VP AND CONTROLLER Exhibit 31.2 CERTIFICATIONS I, William A. Cunningham, certify that: 1. I have reviewed this quarterly report on Form 10-Q of LIN TV Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ William A. Cunningham ------------------------------- Dated: August 5, 2003 William A. Cunningham Vice President and Controller EX-31.3 10 b47166ltexv31w3.txt EX-31.3 CERTIFICATION OF VP AND TREASURER Exhibit 31.3 CERTIFICATIONS I, Deborah R. Jacobson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of LIN TV Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Deborah R. Jacobson --------------------------------- Dated: August 5, 2003 Deborah R. Jacobson Vice President of Corporate Development and and Treasurer EX-31.4 11 b47166ltexv31w4.txt EX-31.4 CERTIFICATION OF VP OF FINANCE Exhibit 31.4 CERTIFICATIONS I, Peter E. Maloney, certify that: 1. I have reviewed this quarterly report on Form 10-Q of LIN TV Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Peter E. Maloney ---------------------------------------- Dated: August 5, 2003 Peter E. Maloney Vice President of Finance EX-31.5 12 b47166ltexv31w5.txt EX-31.5 CERTIFICATION OF CEO OF LIN TELEVISION Exhibit 31.5 CERTIFICATIONS I, Gary R. Chapman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of LIN Television Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Gary R. Chapman -------------------------------- Dated: August 5, 2003 Gary R. Chapman Chief Executive Officer EX-31.6 13 b47166ltexv31w6.txt EX-31.6 CERT OF CONTROLLER OF LIN TELEVISION Exhibit 31.6 CERTIFICATIONS I, William A. Cunningham, certify that: 1. I have reviewed this quarterly report on Form 10-Q of LIN Television Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ William A. Cunningham ------------------------------------ Dated: August 5, 2003 William A. Cunningham Vice President and Controller EX-31.7 14 b47166ltexv31w7.txt EX-31.7 CERT OF TREASURER OF LIN TELEVISION Exhibit 31.7 CERTIFICATIONS I, Deborah R. Jacobson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of LIN Television Corporation: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Deborah R. Jacobson --------------------------------- Dated: August 5, 2003 Deborah R. Jacobson Vice President of Corporate Development and and Treasurer EX-31.8 15 b47166ltexv31w8.txt EX-31.8 CERTIFICATION OF VP FINANCE LIN TELEVISION Exhibit 31.8 CERTIFICATIONS I, Peter E. Maloney, certify that: 1. I have reviewed this quarterly report on Form 10-Q of LIN Television Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Peter E. Maloney ----------------------------------- Dated: August 5, 2003 Peter E. Maloney Vice President of Finance EX-32.0 16 b47166ltexv32w0.txt EX-32.0 CERTIFICATION PURSUANT TO SECTION 906 Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of LIN TV Corp. for the quarter ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Gary R. Chapman, Chief Executive Officer of the Company, William A. Cunningham, Vice President and Controller, Deborah R. Jacobson, Vice President of Corporate Development and Treasurer, and Peter E. Maloney, Vice President of Finance, each hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 5, 2003 /s/ Gary R. Chapman ------------------------------------------- Gary R. Chapman Chief Executive Officer Dated: August 5, 2003 /s/ William A. Cunningham ------------------------------------------- William A. Cunningham Vice President and Controller Dated: August 5, 2003 /s/ Deborah R. Jacobson ------------------------------------------ Deborah R. Jacobson Vice President of Corporate Development and Treasurer Dated: August 5, 2003 /s/ Peter E. Maloney ------------------------------------------ Peter E. Maloney Vice President of Finance EX-32.1 17 b47166ltexv32w1.txt EX-32.1 CERTIFICATION PURSUANT TO SECTION 906 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of LIN Television Corporation for the quarter ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Gary R. Chapman, Chief Executive Officer of the Company, William A. Cunningham, Vice President and Controller, Deborah R. Jacobson, Vice President of Corporate Development and Treasurer, and Peter E. Maloney, Vice President of Finance, each hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 5, 2003 /s/ Gary R. Chapman ------------------------------------------ Gary R. Chapman Chief Executive Officer Dated: August 5, 2003 /s/ William A. Cunningham ----------------------------------------- William A. Cunningham Vice President and Controller Dated: August 5, 2003 /s/ Deborah R. Jacobson -------------------------------------------- Deborah R. Jacobson Vice President of Corporate Development and Treasurer Dated: August 5, 2003 /s/ Peter E. Maloney -------------------------------------------- Peter E. Maloney Vice President of Finance EX-99.1 18 b47166ltexv99w1.txt EX-99.1 AMENDMENT TO SEVERANCE AGREEMENT - CHAPMAN EXHIBIT 99.1 AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT This Amendment to Severance Compensation Agreement ("Amendment") is entered into as of this 1st day of October 1999, and effective as of March 3, 1998 between LIN Television Corporation, a Delaware Corporation (the "Company") and GARY R. CHAPMAN (the "Executive"). WHEREAS the Company and the Executive are parties to that certain Severance Compensation Agreement, dated as of September 5, 1996 (the "Agreement"); WHEREAS the Company believes that it is in its best interest to reinforce and encourage Executive's continued disinterested attention and undistracted dedication in the potentially disturbing circumstances of a change in control of the Company, by extending the term of the Agreement as provided for herein; WHEREAS the parties desire to amend the Agreement upon the terms contained herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained - herein, the Company and the Executive agree as follows: 1. Capitalized terms not otherwise defined herein shall have meaning ascribed to them in the Agreement. The following terms used herein shall be defined as follows: Affiliate: shall mean, as to any Person, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. Person or Persons: shall mean any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a trust or other entity. Board of Directors: shall mean the Board of Directors of the Company. Continuing Directors: shall mean, any Person who (i) was a member of the Board of Directors of the Company on October 1, 1999 (ii) is thereafter nominated for election or elected to the Board of Directors of the Company with the affirmative vote of a majority of the Continuing Directors who are members of such Board of Directors at the time of such nomination or election or (iii) is a Director and also a member of the Shareholder Group. Shareholder Group: shall mean Hicks, Muse, Tate and Furst Incorporated, its Affiliates and their respective employees, officers and directors. 2. The first sentence of Paragraph 2 shall be deleted in its entirety and replaced with the following: "Executive will be entitled to severance compensation as set forth in section 3 of ("Severance Compensation") in the event Executive's employment is terminated within the "Extension Period" (as defined below) (a) by the Company without cause, or (b) by Executive within 90 days after Executive has knowledge of the occurrence of an event constituting Good Reason. The Extension Period shall be defined as that certain period of time commencing on the date first above-written and terminating on the date that is two (2) years following a "Hicks Muse Change in Control" (as defined below). A Hicks Muse change in control shall mean the first to occur of any 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 a group of related Persons for the purpose of Section 13(d) of the Exchange Act, other than one or more members of the Shareholder Group; (ii) a majority of the Board of Directors of the Company shall consist of Persons who are not Continuing Directors; or (iii) the acquisition by any Person or Persons (other than one or more members of the Shareholder Group) 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. 3. The definition for "Change in Control" contained in Paragraph 1(b) of the Agreement shall be deleted and replaced with the definition of the "Hicks Muse Change in Control" set forth above. All references to "Change in Control" in the Agreement shall mean and refer to a "Hicks Muse Change in Control". 4. "1994 Stock Incentive Plan and the 1994 Stock Adjustment Plan" shall be deleted from Paragraph 3(a)(iii) of the Agreement and replaced with "Ranger Equity Holdings Corporation stock plans (1998 Stock Option Plan, the 1998 Substitute Stock Option Plan and the 1998 Phantom Stock Plan)". 5. Paragraph 3(b) of the Agreement shall be deleted in its entirety and be replaced with the following: "If the Severance Compensation under this Section 3, either alone or together with other payments to the Executive from the Company, would constitute an "excess parachute payment" (as defined in Section 280G of the Code), such Severance Compensation shall be increased by a payment sufficient to restore the Executive to the same after-tax position the Executive would have been in if the excise tax had not been imposed. 6. Except as otherwise specifically amended hereby, the Agreement remains in full force and effect, without other amendment. EX-99.2 19 b47166ltexv99w2.txt EX-99.2 AMEND TO SEVERANCE AGREEMENT - KARPOWICZ EXHIBIT 99.2 AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT This Amendment to Severance Compensation Agreement ("Amendment") is entered into as of this 1st day of October 1999, and effective as of March 3, 1998 between LIN Television Corporation, a Delaware Corporation (the "Company") and PAUL KARPOWICZ (the "Executive"). WHEREAS the Company and the Executive are parties to that certain Severance Compensation Agreement, dated as of September 5, 1996 (the "Agreement"); WHEREAS the Company believes that it is in its best interest to reinforce and encourage Executive's continued disinterested attention and undistracted dedication in the potentially disturbing circumstances of a change in control of the Company, by extending the term of the Agreement as provided for herein; WHEREAS the parties desire to amend the Agreement upon the terms contained herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained - herein, the Company and the Executive agree as follows: 1. Capitalized terms not otherwise defined herein shall have meaning ascribed to them in the Agreement. The following terms used herein shall be defined as follows: Affiliate: shall mean, as to any Person, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. Person or Persons: shall mean any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a trust or other entity. Board of Directors: shall mean the Board of Directors of the Company. Continuing Directors: shall mean, any Person who (i) was a member of the Board of Directors of the Company on October 1, 1999 (ii) is thereafter nominated for election or elected to the Board of Directors of the Company with the affirmative vote of a majority of the Continuing Directors who are members of such Board of Directors at the time of such nomination or election or (iii) is a Director and also a member of the Shareholder Group. Shareholder Group: shall mean Hicks, Muse, Tate and Furst Incorporated, its Affiliates and their respective employees, officers and directors. 2. The first sentence of Paragraph 2 shall be deleted in its entirety and replaced with the following: "Executive will be entitled to severance compensation as set forth in section 3 of ("Severance Compensation") in the event Executive's employment is terminated within the "Extension Period" (as defined below) (a) by the Company without cause, or (b) by Executive within 90 days after Executive has knowledge of the occurrence of an event constituting Good Reason. The Extension Period shall be defined as that certain period of time commencing on the date first above-written and terminating on the date that is two (2) years following a "Hicks Muse Change in Control" (as defined below). A Hicks Muse change in control shall mean the first to occur of any 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 a group of related Persons for the purpose of Section 13(d) of the Exchange Act, other than one or more members of the Shareholder Group; (ii) a majority of the Board of Directors of the Company shall consist of Persons who are not Continuing Directors; or (iii) the acquisition by any Person or Persons (other than one or more members of the Shareholder Group) 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. 3. The definition for "Change in Control" contained in Paragraph 1(b) of the Agreement shall be deleted and replaced with the definition of the "Hicks Muse Change in Control" set forth above. All references to "Change in Control" in the Agreement shall mean and refer to a "Hicks Muse Change in Control". 4. "1994 Stock Incentive Plan and the 1994 Stock Adjustment Plan" shall be deleted from Paragraph 3(a)(iii) of the Agreement and replaced with "Ranger Equity Holdings Corporation stock plans (1998 Stock Option Plan, the 1998 Substitute Stock Option Plan and the 1998 Phantom Stock Plan)". 5. Paragraph 3(b) of the Agreement shall be deleted in its entirety and be replaced with the following: "If the Severance Compensation under this Section 3, either alone or together with other payments to the Executive from the Company, would constitute an "excess parachute payment" (as defined in Section 280G of the Code), such Severance Compensation shall be increased by a payment sufficient to restore the Executive to the same after-tax position the Executive would have been in if the excise tax had not been imposed. 6. Except as otherwise specifically amended hereby, the Agreement remains in full force and effect, without other amendment. EX-99.3 20 b47166ltexv99w3.txt EX-99.3 AMEND TO SEVERANCE AGREEMENT - MALONEY EXHIBIT 99.3 AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT This Amendment to Severance Compensation Agreement ("Amendment") is entered into as of this 1st day of October 1999, and effective as of March 3, 1998 between LIN Television Corporation, a Delaware Corporation (the "Company") and PETER MALONEY (the "Executive"). WHEREAS the Company and the Executive are parties to that certain Severance Compensation Agreement, dated as of September 5, 1996 (the "Agreement"); WHEREAS the Company believes that it is in its best interest to reinforce and encourage Executive's continued disinterested attention and undistracted dedication in the potentially disturbing circumstances of a change in control of the Company, by extending the term of the Agreement as provided for herein; WHEREAS the parties desire to amend the Agreement upon the terms contained herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained - herein, the Company and the Executive agree as follows: 1. Capitalized terms not otherwise defined herein shall have meaning ascribed to them in the Agreement. The following terms used herein shall be defined as follows: Affiliate: shall mean, as to any Person, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. Person or Persons: shall mean any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a trust or other entity. Board of Directors: shall mean the Board of Directors of the Company. Continuing Directors: shall mean, any Person who (i) was a member of the Board of Directors of the Company on October 1, 1999 (ii) is thereafter nominated for election or elected to the Board of Directors of the Company with the affirmative vote of a majority of the Continuing Directors who are members of such Board of Directors at the time of such nomination or election or (iii) is a Director and also a member of the Shareholder Group. Shareholder Group: shall mean Hicks, Muse, Tate and Furst Incorporated, its Affiliates and their respective employees, officers and directors. 2. The first sentence of Paragraph 2 shall be deleted in its entirety and replaced with the following: "Executive will be entitled to severance compensation as set forth in section 3 of ("Severance Compensation") in the event Executive's employment is terminated within the "Extension Period" (as defined below) (a) by the Company without cause, or (b) by Executive within 90 days after Executive has knowledge of the occurrence of an event constituting Good Reason. The Extension Period shall be defined as that certain period of time commencing on the date first above-written and terminating on the date that is two (2) years following a "Hicks Muse Change in Control" (as defined below). A Hicks Muse change in control shall mean the first to occur of any 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 a group of related Persons for the purpose of Section 13(d) of the Exchange Act, other than one or more members of the Shareholder Group; (ii) a majority of the Board of Directors of the Company shall consist of Persons who are not Continuing Directors; or (iii) the acquisition by any Person or Persons (other than one or more members of the Shareholder Group) 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. 3. The definition for "Change in Control" contained in Paragraph 1(b) of the Agreement shall be deleted and replaced with the definition of the "Hicks Muse Change in Control" set forth above. All references to "Change in Control" in the Agreement shall mean and refer to a "Hicks Muse Change in Control". 4. "1994 Stock Incentive Plan and the 1994 Stock Adjustment Plan" shall be deleted from Paragraph 3(a)(iii) of the Agreement and replaced with "Ranger Equity Holdings Corporation stock plans (1998 Stock Option Plan, the 1998 Substitute Stock Option Plan and the 1998 Phantom Stock Plan)". 5. Paragraph 3(b) of the Agreement shall be deleted in its entirety and be replaced with the following: "If the Severance Compensation under this Section 3, either alone or together with other payments to the Executive from the Company, would constitute an "excess parachute payment" (as defined in Section 280G of the Code), such Severance Compensation shall be increased by a payment sufficient to restore the Executive to the same after-tax position the Executive would have been in if the excise tax had not been imposed. 6. Except as otherwise specifically amended hereby, the Agreement remains in full force and effect, without other amendment. EX-99.4 21 b47166ltexv99w4.txt EX-99.4 AMEND TO SEVERANCE AGREEMENT - SCHMIDT EXHIBIT 99.4 AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT This Amendment to Severance Compensation Agreement ("Amendment") is entered into as of this 1st day of October 1999, and effective as of March 3, 1998 between LIN Television Corporation, a Delaware Corporation (the "Company") and GREGORY SCHMIDT (the "Executive"). WHEREAS the Company and the Executive are parties to that certain Severance Compensation Agreement, dated as of September 5, 1996 (the "Agreement"); WHEREAS the Company believes that it is in its best interest to reinforce and encourage Executive's continued disinterested attention and undistracted dedication in the potentially disturbing circumstances of a change in control of the Company, by extending the term of the Agreement as provided for herein; WHEREAS the parties desire to amend the Agreement upon the terms contained herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained - herein, the Company and the Executive agree as follows: 1. Capitalized terms not otherwise defined herein shall have meaning ascribed to them in the Agreement. The following terms used herein shall be defined as follows: Affiliate: shall mean, as to any Person, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. Person or Persons: shall mean any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a trust or other entity. Board of Directors: shall mean the Board of Directors of the Company. Continuing Directors: shall mean, any Person who (i) was a member of the Board of Directors of the Company on October 1, 1999 (ii) is thereafter nominated for election or elected to the Board of Directors of the Company with the affirmative vote of a majority of the Continuing Directors who are members of such Board of Directors at the time of such nomination or election or (iii) is a Director and also a member of the Shareholder Group. Shareholder Group: shall mean Hicks, Muse, Tate and Furst Incorporated, its Affiliates and their respective employees, officers and directors. 2. The first sentence of Paragraph 2 shall be deleted in its entirety and replaced with the following: "Executive will be entitled to severance compensation as set forth in section 3 of ("Severance Compensation") in the event Executive's employment is terminated within the "Extension Period" (as defined below) (a) by the Company without cause, or (b) by Executive within 90 days after Executive has knowledge of the occurrence of an event constituting Good Reason. The Extension Period shall be defined as that certain period of time commencing on the date first above-written and terminating on the date that is two (2) years following a "Hicks Muse Change in Control" (as defined below). A Hicks Muse change in control shall mean the first to occur of any 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 a group of related Persons for the purpose of Section 13(d) of the Exchange Act, other than one or more members of the Shareholder Group; (ii) a majority of the Board of Directors of the Company shall consist of Persons who are not Continuing Directors; or (iii) the acquisition by any Person or Persons (other than one or more members of the Shareholder Group) 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. 3. The definition for "Change in Control" contained in Paragraph 1(b) of the Agreement shall be deleted and replaced with the definition of the "Hicks Muse Change in Control" set forth above. All references to "Change in Control" in the Agreement shall mean and refer to a "Hicks Muse Change in Control". 4. "1994 Stock Incentive Plan and the 1994 Stock Adjustment Plan" shall be deleted from Paragraph 3(a)(iii) of the Agreement and replaced with "Ranger Equity Holdings Corporation stock plans (1998 Stock Option Plan, the 1998 Substitute Stock Option Plan and the 1998 Phantom Stock Plan)". 5. Paragraph 3(b) of the Agreement shall be deleted in its entirety and be replaced with the following: "If the Severance Compensation under this Section 3, either alone or together with other payments to the Executive from the Company, would constitute an "excess parachute payment" (as defined in Section 280G of the Code), such Severance Compensation shall be increased by a payment sufficient to restore the Executive to the same after-tax position the Executive would have been in if the excise tax had not been imposed. 6. Except as otherwise specifically amended hereby, the Agreement remains in full force and effect, without other amendment. EX-99.5 22 b47166ltexv99w5.txt EX-99.5 AMEND TO SEVERANCE AGREEMENT - JACOBSON EXHIBIT 99.5 AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT This Amendment to Severance Compensation Agreement ("Amendment") is entered into as of this 1st day of October 1999, and effective as of March 3, 1998 between LIN Television Corporation, a Delaware Corporation (the "Company") and DEBORAH R. JACOBSON (the "Executive"). WHEREAS the Company and the Executive are parties to that certain Severance Compensation Agreement, dated as of September 5, 1996 (the "Agreement"); WHEREAS the Company believes that it is in its best interest to reinforce and encourage Executive's continued disinterested attention and undistracted dedication in the potentially disturbing circumstances of a change in control of the Company, by extending the term of the Agreement as provided for herein; WHEREAS the parties desire to amend the Agreement upon the terms contained herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained - herein, the Company and the Executive agree as follows: 1. Capitalized terms not otherwise defined herein shall have meaning ascribed to them in the Agreement. The following terms used herein shall be defined as follows: Affiliate: shall mean, as to any Person, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. Person or Persons: shall mean any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a trust or other entity. Board of Directors: shall mean the Board of Directors of the Company. Continuing Directors: shall mean, any Person who (i) was a member of the Board of Directors of the Company on October 1, 1999 (ii) is thereafter nominated for election or elected to the Board of Directors of the Company with the affirmative vote of a majority of the Continuing Directors who are members of such Board of Directors at the time of such nomination or election or (iii) is a Director and also a member of the Shareholder Group. Shareholder Group: shall mean Hicks, Muse, Tate and Furst Incorporated, its Affiliates and their respective employees, officers and directors. 2. The first sentence of Paragraph 2 shall be deleted in its entirety and replaced with the following: "Executive will be entitled to severance compensation as set forth in section 3 of ("Severance Compensation") in the event Executive's employment is terminated within the "Extension Period" (as defined below) (a) by the Company without cause, or (b) by Executive within 90 days after Executive has knowledge of the occurrence of an event constituting Good Reason. The Extension Period shall be defined as that certain period of time commencing on the date first above-written and terminating on the date that is two (2) years following a "Hicks Muse Change in Control" (as defined below). A Hicks Muse change in control shall mean the first to occur of any 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 a group of related Persons for the purpose of Section 13(d) of the Exchange Act, other than one or more members of the Shareholder Group; (ii) a majority of the Board of Directors of the Company shall consist of Persons who are not Continuing Directors; or (iii) the acquisition by any Person or Persons (other than one or more members of the Shareholder Group) 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. 3. The definition for "Change in Control" contained in Paragraph 1(b) of the Agreement shall be deleted and replaced with the definition of the "Hicks Muse Change in Control" set forth above. All references to "Change in Control" in the Agreement shall mean and refer to a "Hicks Muse Change in Control". 4. "1994 Stock Incentive Plan and the 1994 Stock Adjustment Plan" shall be deleted from Paragraph 3(a)(iii) of the Agreement and replaced with "Ranger Equity Holdings Corporation stock plans (1998 Stock Option Plan, the 1998 Substitute Stock Option Plan and the 1998 Phantom Stock Plan)". 5. Paragraph 3(b) of the Agreement shall be deleted in its entirety and be replaced with the following: "If the Severance Compensation under this Section 3, either alone or together with other payments to the Executive from the Company, would constitute an "excess parachute payment" (as defined in Section 280G of the Code), such Severance Compensation shall be increased by a payment sufficient to restore the Executive to the same after-tax position the Executive would have been in if the excise tax had not been imposed. 6. Except as otherwise specifically amended hereby, the Agreement remains in full force and effect, without other amendment. 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EX-3.1

                                                                     EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           LIN TELEVISION CORPORATION

         LIN Television Corporation, a corporation organized and existing under
the Delaware General Corporation Law (the "DGCL"), does hereby certify:

         1.       The original Certificate of Incorporation was filed with the
                  Secretary of State of the State of Delaware on June 18, 1990.

         2.       A Restated Certificate of Incorporation was filed with the
                  Secretary of State of the State of Delaware on November 18,
                  1994.

         3.       The following Restated Certificate of Incorporation was duly
                  proposed by this corporation's Board of Directors pursuant to
                  the applicable provisions of Section 242 and Section 245 of
                  the DGCL. In lieu of a meeting of the stockholders, written
                  consent has been given for the adoption of said Restated
                  Certificate of Incorporation and the amendments to be made
                  thereby pursuant to the applicable provisions of Sections 242
                  and 245 of the DGCL.

                                ARTICLE 1. NAME

         The name of the corporation is LIN Television Corporation.

                     ARTICLE 2. REGISTERED OFFICE AND AGENT

         The address of the initial registered office of this corporation is
Suite L-100, 32 Lookerman Square, Dover, County of Kent, Delaware 19901, and the
name of its initial registered agent at such address is The Prentice-Hall
Corporation System, Inc.

                              ARTICLE 3. PURPOSES

         The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the DGCL.

                               ARTICLE 4. SHARES

         The total authorized number of par value shares of the corporation is
One Thousand (1,000) with a par value of One Cent ($0.01) per share, amounting
in the aggregate to Ten Dollars ($10). The shares are to consist of one class
only, to be known as common stock.

                               ARTICLE 5. 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.

                         ARTICLE 6. BOARD OF DIRECTORS

         The number of Directors of this corporation shall be determined in the
manner provided 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 7. PREEMPTIVE RIGHTS

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

                          ARTICLE 8. 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 9. 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 10. 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 10 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
10.

                       ARTICLE 11. ACTION BY STOCKHOLDERS
                                WITHOUT A MEETING

         Action may be taken by the stockholders of this corporation without a
meeting, without prior notice and without a vote, in accordance with the terms
of Section 228 of the DGCL.

                                      -2-



                          ARTICLE 12. FOREIGN OWNERSHIP

         To the extent deemed necessary or appropriate by the Board of Directors
to enable this corporation to engage in any business or activity directly or
indirectly conducted by it in compliance with the laws of the United States of
America as now in effect or as they may hereafter from time to time be amended,
this corporation may adopt such by-laws as may be necessary or advisable to
comply with the provisions and avoid the prohibitions of any such law. Without
limiting the generality of the foregoing, such by-laws may restrict or prohibit
the transfer of shares of capital stock of this corporation to, and the voting
of such stock by, aliens or their representatives, or corporations organized
under the laws of any foreign country or their representatives, or corporations
directly or indirectly controlled by aliens or by any such corporation or
representative.

         IN WITNESS WHEREOF, the undersigned has executed this document and
affirms, under penalties of perjury, that the statements herein are true and
that this instrument is the act and deed of LIN Television Corporation as of the
1st day of July, 2000.

                                                     LIN TELEVISION CORPORATION

                                                     By: /s/ Marcia L. Greene
                                                         Marcia L. Greene
                                                         Assistant Secretary

ATTEST: /s/ Tom Lindenfeld

                                      -3-

EX-4.1

                                                                     EXHIBIT 4.1

                             SUPPLEMENTAL INDENTURE

                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of May 12, 2003, among TVL Broadcasting, Inc., a Delaware corporation; TVL
Broadcasting of Abilene, Inc., a Delaware corporation; WEYI Television, Inc., a
Delaware corporation; TVL Broadcasting of Rhode Island, LLC, a Delaware limited
liability company; WEYI Broadcasting, LLC, a Delaware limited liability company;
WDTN Broadcasting, LLC, a Delaware limited liability company; WUPW Broadcasting,
LLC, a Delaware limited liability company; and Abilene Broadcasting, LLC, a
Delaware limited liability company (each a "Guaranteeing Subsidiary"), each of
which is a direct or indirect, wholly-owned subsidiary of LIN Television
Corporation (or its permitted successor), a Delaware corporation (the
"Company"), the Company and The Bank of New York, as successor trustee under the
Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of June 14, 2001, providing
for the issuance of an aggregate principal amount of up to $210 million of 8%
Senior Notes due 2008 (the "Notes");

                  WHEREAS, the Indenture provides that under certain
circumstances each Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture, pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company's Obligations under the Notes
and the Indenture on the terms and conditions set forth herein (the "Subsidiary
Guarantee"); and

                  WHEREAS, pursuant to Section 10.06 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1.       CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.       AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby
agrees to jointly and severally guarantee to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
the Notes or the obligations of the Company hereunder or thereunder, on a senior
basis pursuant to, and in accordance with, the terms and conditions of Article
Eleven of the Indenture and to otherwise assume the obligations and rights as a
Guarantor under the Indenture.



         3.       RELEASES. Upon receipt by the Trustee of a request by the
Company accompanied by an Officers' Certificate certifying as to compliance with
Section 11.03 of the Indenture, the Trustee shall deliver an appropriate
instrument evidencing such release.

         4.       NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture, or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws, and it is the view of the SEC that such a waiver is against
public policy.

         5.       GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE 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.

         6.       COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

         7.       EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

         8.       THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by each Guaranteeing Subsidiary and the
Company.

                  [Remainder of page Intentionally Left Blank]

                                       -2-



                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first written above.

                                       TVL Broadcasting, Inc.
                                       TVL Broadcasting of Abilene, Inc.
                                       WEYI Television, Inc.

                                       By: /s/ Deborah R. Jacobson
                                       Name:   Deborah R. Jacobson
                                       Title:  Vice President Corporate
                                               Development and Treasurer

                                       TVL Broadcasting of Rhode Island, LLC
                                       WEYI Broadcasting, LLC
                                       WDTN Broadcasting, LLC
                                       WUPW Broadcasting, LLC
                                       Abilene Broadcasting, LLC

                                       By: TVL Broadcasting, Inc., its Managing
                                       Member

                                       By: /s/ Deborah R. Jacobson
                                       Name:   Deborah R. Jacobson
                                       Title:  Vice President Corporate
                                               Development and Treasurer

                                       LIN Television Corporation
                                       (formerly LIN Acquisition Company)

                                       By: /s/ Deborah R. Jacobson
                                       Name:   Deborah R. Jacobson
                                       Title:  Vice President Corporate
                                               Development and Treasurer



                                       The Bank of New York, as Trustee

                                       By: /s/ Margaret M. Ciesmelewski
                                       Name:   Margaret M. Ciesmelewski
                                       Title:  Vice President

EX-4.3

                                                                     EXHIBIT 4.3

                           LIN TELEVISION CORPORATION

                                  $200,000,000

                    6 1/2% Senior Subordinated Notes due 2013

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                    May 12, 2003

J. P. MORGAN SECURITIES INC.
DEUTSCHE BANK SECURITIES INC.
BEAR, STEARNS & CO. INC.
FLEET SECURITIES, INC.
MORGAN STANLEY & CO. INCORPORATED
SCOTIA CAPITAL (USA) INC.
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 5th Floor
New York, New York 10017

Ladies and Gentlemen:

                  LIN Television Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell to J.P. Morgan Securities Inc., Deutsche
Bank Securities Inc., Bear, Stearns & Co. Inc., Fleet Securities, Inc., Morgan
Stanley & Co. Incorporated, and Scotia Capital (USA) Inc. (together, the
"Initial Purchasers"), upon the terms and subject to the conditions set forth in
a purchase agreement dated May 5, 2003 (the "Purchase Agreement") between the
Company, the Guarantors identified on the signature pages hereto (together with
the Company, the "Issuers") and the Initial Purchasers, $200,000,000 aggregate
principal amount of its 6 1/2% Senior Subordinated Notes due 2013 (the "Notes").
The Notes will be guaranteed on an unsecured senior subordinated basis (the
"Guarantees" and, together with the Notes, the "Securities") by the Guarantors.
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Purchase Agreement.

                  As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Issuers agree with the Initial Purchasers,
for the benefit of the holders (including the Initial Purchasers) of the
Securities, the Exchange Securities (as defined herein) and the Private Exchange
Securities (as defined herein) (collectively, the "Holders"), as follows:

                  1.       Registered Exchange Offer. The Issuers shall (i) use
their reasonable best efforts to prepare and, not later than 90 days following
the date of original issuance of the Securities (the "Issue Date"), file with
the Commission a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act



with respect to a proposed offer to the Holders of the Securities (the
"Registered Exchange Offer") to issue and deliver to such Holders, in exchange
for the Securities, a like aggregate principal amount of debt securities of the
Company that are identical in all material respects to the Notes and are
unconditionally guaranteed by the Guarantors (the "Exchange Securities"), except
that the Exchange Securities will not contain terms with respect to transfer
restrictions, (ii) use their reasonable best efforts to cause the Exchange Offer
Registration Statement to become effective under the Securities Act no later
than 180 days after the Issue Date and the Registered Exchange Offer to be
consummated no later than 225 days after the Issue Date and (iii) keep the
Exchange Offer Registration Statement effective for not less than 30 days (or
longer, if required by applicable law) after the date on which notice of the
Registered Exchange Offer is mailed to the Holders (such period being called the
"Exchange Offer Registration Period"). The Exchange Securities will be issued
under the Indenture or an indenture (the "Exchange Securities Indenture")
between the Company, the Guarantors party thereto and the Trustee or such other
bank or trust company that is reasonably satisfactory to the Initial Purchasers,
as trustee (the "Exchange Securities Trustee"), such indenture to be identical
in all material respects to the Indenture, except with respect to the transfer
restrictions relating to the Securities (as described above).

                  Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuers shall as soon as practicable commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for Exchange Securities
(assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under
the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein)
not complying with the requirements of the next sentence, (b) is not an Initial
Purchaser holding Securities that have, or that are reasonably likely to have,
the status of an unsold allotment in an initial distribution, (c) acquires the
Exchange Securities in the ordinary course of such Holder's business, and (d)
has no arrangements or understandings with any person to participate in the
distribution of the Exchange Securities) and to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of
the several states of the United States. Each Issuer, each Initial Purchaser and
each Exchanging Dealer acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, (i) each Holder that
is a broker-dealer electing to exchange Securities acquired for its own account
as a result of market-making activities or other trading activities for Exchange
Securities (an "Exchanging Dealer") is required to deliver a prospectus
containing substantially the information set forth in Annex A hereto on the
cover of such prospectus, in Annex B hereto in the "Exchange Offer Procedures"
and "Purpose of the Exchange Offer" sections of such prospectus, and in Annex C
hereto in the "Plan of Distribution" section of such prospectus in connection
with a sale of any such Exchange Securities received by such Exchanging Dealer
pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser
elects to sell Private Exchange Securities (as defined below) acquired in
exchange for Securities constituting any portion of an unsold allotment, it is
required to deliver a prospectus containing the information required by Items
507 and 508 of

                                       -2-



Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"),
as applicable, in connection with such sale.

                  Upon consummation of the Registered Exchange Offer in
accordance with this Section 1, the provisions of this Agreement shall continue
to apply, mutatis mutandis, solely with respect to Transfer Restricted
Securities (as defined) that are Private Exchange Securities, Exchange
Securities as to which clause (v) of the first paragraph of Section 2 is
applicable and Exchange Securities held by Exchanging Dealers, and the Issuers
shall have no further obligations to register Transfer Restricted Securities
(other than Private Exchange Securities and other than in respect of any
Exchange Securities as to which clause (v) of the first paragraph of Section 2
hereof applies) pursuant to Section 2 hereof.

                  If, prior to the consummation of the Registered Exchange
Offer, any Holder holds any Securities acquired by it that have, or that are
reasonably likely to be determined to have, the status of an unsold allotment in
an initial distribution, or any Holder is not entitled to participate in the
Registered Exchange Offer, the Issuers shall, upon the request of any such
Holder, simultaneously with the delivery of the Exchange Securities in the
Registered Exchange Offer, issue and deliver to any such Holder, in exchange for
the Securities held by such Holder (the "Private Exchange"), a like aggregate
principal amount of debt securities of the Company and the Guarantors that are
identical in all material respects to the Exchange Securities (the "Private
Exchange Securities"), except with respect to the transfer restrictions relating
to such Private Exchange Securities. The Private Exchange Securities will be
issued under the same indenture as the Exchange Securities, and the Company
shall use its reasonable best efforts to cause the Private Exchange Securities
to bear the same CUSIP number as the Exchange Securities.

                  In connection with the Registered Exchange Offer, the Issuers
shall:

                  (a)      mail to each Holder a copy of the prospectus forming
         part of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b)      keep the Registered Exchange Offer open for not less
         than 30 days (or longer, if required by applicable law) after the date
         on which notice of the Registered Exchange Offer is mailed to the
         Holders;

                  (c)      utilize the services of a depositary for the
         Registered Exchange Offer with an address in the Borough of Manhattan,
         The City of New York;

                  (d)      permit Holders to withdraw tendered Securities at any
         time prior to the close of business, New York City time, on the last
         business day on which the Registered Exchange Offer shall remain open;
         and

                  (e)      otherwise comply in all respects with all laws that
         are applicable to the Registered Exchange Offer.

                                       -3-



               As soon as practicable after the close of the Registered Exchange
Offer and any Private Exchange, as the case may be, the Issuers shall:

                  (a)      accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer and the
         Private Exchange Offer;

                  (b)      deliver to the Trustee for cancellation all
         Securities so accepted for exchange; and

                  (c)      cause the Trustee or the Exchange Securities Trustee,
         as the case may be, promptly to authenticate and deliver to each
         Holder, Exchange Securities or Private Exchange Securities, as the case
         may be, equal in principal amount to the Securities of such Holder so
         accepted for exchange.

               The Issuers shall use their reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used by
all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; provided that the Issuers shall make
such prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of 90 days after the consummation of the Registered Exchange Offer.

               The Indenture or the Exchange Securities Indenture, as the case
may be, shall provide that the Securities, the Exchange Securities and the
Private Exchange Securities shall vote and consent together on all matters as
one class and that none of the Securities, the Exchange Securities or the
Private Exchange Securities will have the right to vote or consent as a separate
class on any matter.

               Interest on each Exchange Security and Private Exchange Security
issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on
the Securities surrendered in exchange therefor or, if no interest has been paid
on the Securities, from the Issue Date.

               Each Holder participating in the Registered Exchange Offer shall
be required to represent to the Issuers that at the time of the consummation of
the Registered Exchange Offer (i) any Exchange Securities received by such
Holder will be acquired in the ordinary course of business, (ii) such Holder
will have no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act and (iii) such Holder is not an affiliate (as defined in Rule
405 under the Securities Act) of any of the Issuers or, if it is such an
affiliate, such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable.

                                       -4-



               Notwithstanding any other provisions hereof, each of the Issuers
will ensure that (i) any Exchange Offer Registration Statement and any amendment
thereto and any prospectus forming part thereof and any supplement thereto
complies in all material respects with the Securities Act and the rules and
regulations of the Commission thereunder, (ii) any Exchange Offer Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and (iii) any prospectus forming part of any Exchange Offer Registration
Statement, and any supplement to such prospectus, does not, as of the
consummation of the Registered Exchange Offer, include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

               2.       Shelf Registration. If (i) because of any change in
law or applicable interpretations thereof by the Commission's staff the Issuers
are not permitted to effect the Registered Exchange Offer as contemplated by
Section 1 hereof, or (ii) any Securities validly tendered pursuant to the
Registered Exchange Offer are not exchanged for Exchange Securities within 225
days after the Issue Date, or (iii) any Initial Purchaser so requests in writing
within 90 days after the Registered Exchange Offer with respect to Private
Exchange Securities, or (iv) any applicable law or interpretations do not permit
any Holder to participate in the Registered Exchange Offer, or (v) any Holder
that participates in the Registered Exchange Offer does not receive freely
transferable Exchange Securities in exchange for tendered Securities, or (vi)
the Issuers so elect, then the following provisions shall apply:

               (a)      The Issuers shall use their reasonable best efforts
         to file as promptly as practicable (but in no event more than 90 days
         after so required or requested, in each case pursuant to this Section
         2) with the Commission, and thereafter shall use their reasonable best
         efforts to cause to be declared effective, a shelf registration
         statement on an appropriate form under the Securities Act relating to
         the offer and sale of the Transfer Restricted Securities by the Holders
         thereof from time to time in accordance with the methods of
         distribution set forth in such registration statement (hereafter, a
         "Shelf Registration Statement" and, together with any Exchange Offer
         Registration Statement, a "Registration Statement"); provided, however,
         that no Holder of Securities or Exchange Securities (other than the
         Initial Purchasers) shall be entitled to have Securities or Exchange
         Securities held by it covered by such Shelf Registration Statement,
         unless such Holder agrees in writing to be bound by all of the
         provisions of this Agreement applicable to such Holder.

               (b)      The Issuers shall use their reasonable best efforts
         to keep the Shelf Registration Statement continuously effective in
         order to permit the prospectus forming part thereof to be used by
         Holders of Transfer Restricted Securities for a period ending on the
         earlier of two years from the Issue Date or the date on which all the
         Transfer Restricted Securities covered by the Shelf Registration
         Statement have been sold pursuant thereto (in any such case, such
         period being called the "Shelf

                                      -5-



         Registration Period"). The Issuers shall be deemed not to have used
         their reasonable best efforts to keep the Shelf Registration Statement
         effective during the requisite period if they voluntarily take any
         action that would result in Holders of Transfer Restricted Securities
         covered thereby not being able to offer and sell such Transfer
         Restricted Securities during that period, unless such action is
         required by applicable law; provided, however, that the foregoing shall
         not apply to actions taken by the Issuers in good faith and for valid
         business reasons (not including avoidance of their obligations
         hereunder), including, without limitation, the acquisition or
         divestiture of assets, so long as the Issuers within 120 days
         thereafter comply with the requirements of Section 4(j) hereof. Any
         such period during which the Issuers fail to keep the Shelf
         Registration Statement effective and usable for offers and sales of
         Securities and Exchange Securities is referred to as a "Suspension
         Period." A Suspension Period shall commence on and include the date
         that the Issuers give notice that the Shelf Registration Statement is
         no longer effective or the prospectus included therein is no longer
         usable for offers and sales of Securities and Exchange Securities and
         shall end on the date when each Holder of Securities and Exchange
         Securities covered by such registration statement either receives the
         copies of the supplemented or amended prospectus contemplated by
         Section 4(j) hereof or is advised in writing by the Issuers that use of
         the prospectus may be resumed. If one or more Suspension Periods occur,
         the two-year period referenced above shall be extended by the aggregate
         of the number of days included in each Suspension Period.

               (c)      Notwithstanding any other provisions hereof, the
         Issuers will ensure that (i) any Shelf Registration Statement and any
         amendment thereto and any prospectus forming part thereof and any
         supplement thereto complies in all material respects with the
         Securities Act and the rules and regulations of the Commission
         thereunder, (ii) any Shelf Registration Statement and any amendment
         thereto (in either case, other than with respect to information
         included therein in reliance upon or in conformity with written
         information furnished to the Issuers by or on behalf of any Holder
         specifically for use therein (the "Holders' Information")) does not
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading and (iii) any prospectus forming part
         of any Shelf Registration Statement, and any supplement to such
         prospectus (in either case, other than with respect to Holders'
         Information), does not include an untrue statement of a material fact
         or omit to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                3.      Liquidated Damages. (a) The parties hereto agree that
the Holders of Transfer Restricted Securities will suffer damages if the Issuers
fail to fulfill their obligations under Section 1 or Section 2, as applicable,
and that it would not be feasible to ascertain the extent of such damages.
Accordingly, if (i) the applicable Registration Statement is not filed with the
Commission on or prior to 90 days after the Issue Date, (ii) the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
is not declared

                                       -6-



effective within 180 days after the Issue Date (or in the case of a Shelf
Registration Statement required to be filed in response to a change in law or
the applicable interpretations of the Commission's staff, if later, within 45
days after publication of the change in law or interpretation), (iii) the
Registered Exchange Offer is not consummated on or prior to 225 days after the
Issue Date, or (iv) the Shelf Registration Statement is filed and declared
effective within 180 days after the Issue Date (or in the case of a Shelf
Registration Statement required to be filed in response to a change in law or
the applicable interpretations of the Commission's staff, if later, within 45
days after publication of the change in law or interpretation) but shall
thereafter cease to be effective (at any time that the Issuers are obligated to
maintain the effectiveness thereof) without being succeeded within 60 days by an
additional Registration Statement filed and declared effective (each such event
referred to in clauses (i) through (iv), a "Registration Default"), the Company
and the Guarantors (other than LIN TV Corp.) will, jointly and severally, be
obligated to pay liquidated damages to each Holder of Transfer Restricted
Securities, during the period of one or more such Registration Defaults, in an
amount equal to $ 0.10 per week per $1,000 principal amount of Transfer
Restricted Securities held by such Holder until (a) the applicable Registration
Statement is filed, (b) the Exchange Offer Registration Statement is declared
effective, (c) the Registered Exchange Offer is consummated, (d) the Shelf
Registration Statement is declared effective, (e) the Shelf Registration
Statement again becomes effective, or (f) the Shelf Registration Period shall
have ended, as the case may be. Following the cure of all Registration Defaults,
the accrual of liquidated damages will cease. As used herein, the term "Transfer
Restricted Securities" means (i) each Security until the date on which such
Security has been exchanged for a freely transferable Exchange Security in the
Registered Exchange Offer, (ii) each Security or Private Exchange Security until
the date on which it has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement or (iii)
each Security or Private Exchange Security until the date on which it is
distributed to the public pursuant to Rule 144 under the Securities Act or is
saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding
anything to the contrary in this Section 3(a), the Company and the Guarantors
(other than LIN TV Corp.) shall not be required to pay liquidated damages to a
Holder of Transfer Restricted Securities if such Holder failed to comply with
its obligations to make the representations set forth in the second to last
paragraph of Section 1 or failed to provide the information required to be
provided by it, if any, pursuant to Section 4(n).

               (b)      The Issuers shall notify the Trustee and the Paying
Agent under the Indenture immediately upon the happening of each and every
Registration Default. The Company and the Guarantors (other than LIN TV Corp.)
shall, jointly and severally, pay the liquidated damages due on the Transfer
Restricted Securities by depositing with the Paying Agent (which may not be any
of the Issuers for these purposes), in trust, for the benefit of the Holders
thereof, prior to 10:00 a.m., New York City time, on the next interest payment
date specified by the Indenture and the Securities, sums sufficient to pay the
liquidated damages then due. The liquidated damages due shall be payable on each
interest payment date specified by the Indenture and the Securities to the
Holder of record entitled to receive the

                                       -7-



interest payment to be made on such date. Each obligation to pay liquidated
damages shall be deemed to accrue from and including the date of the applicable
Registration Default.

                  (c)      The parties hereto agree that the liquidated damages
provided for in this Section 3 constitute a reasonable estimate of and are
intended to constitute the sole damages that will be suffered by Holders of
Transfer Restricted Securities by reason of the failure of (i) the Shelf
Registration Statement or the Exchange Offer Registration Statement to be filed,
(ii) the Shelf Registration Statement to remain effective or (iii) the Exchange
Offer Registration Statement to be declared effective and the Registered
Exchange Offer to be consummated, in each case to the extent required by this
Agreement.

                  4.       Registration Procedures. In connection with any
Registration Statement, the following provisions shall apply:

                  (a)      The Issuers shall (i) furnish to each Initial
         Purchaser, prior to the filing thereof with the Commission, a copy of
         the Registration Statement and each amendment thereof and each
         supplement, if any, to the prospectus included therein and shall use
         its reasonable best efforts to reflect in each such document, when so
         filed with the Commission, such comments as any Initial Purchaser may
         reasonably propose; (ii) if applicable, include the information set
         forth in Annex A hereto on the cover, in Annex B hereto in the
         "Exchange Offer Procedures" and "Purpose of the Exchange Offer"
         sections and in Annex C hereto in the "Plan of Distribution" section of
         the prospectus forming a part of the Exchange Offer Registration
         Statement, and include the information set forth in Annex D hereto in
         the Letter of Transmittal delivered pursuant to the Registered Exchange
         Offer; and (iii) if requested by any Initial Purchaser, include the
         information required by Items 507 or 508 of Regulation S-K, as
         applicable, in the prospectus forming a part of the Exchange Offer
         Registration Statement.

                  (b)      The Issuers shall advise each Initial Purchaser, each
         Exchanging Dealer and the Holders (if applicable) and, if requested by
         any such person, confirm such advice in writing (which advice pursuant
         to clauses (ii)-(v) hereof shall be accompanied by an instruction to
         suspend the use of the prospectus until the requisite changes have been
         made):

                           (i)      when any Registration Statement and any
                  amendment thereto has been filed with the Commission and when
                  such Registration Statement or any post-effective amendment
                  thereto has become effective;

                           (ii)     of any request by the Commission for
                  amendments or supplements to any Registration Statement or the
                  prospectus included therein or for additional information;

                                      -8-



                           (iii)    of the issuance by the Commission of any
                  stop order suspending the effectiveness of any Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv)     of the receipt by the Issuers of any
                  notification with respect to the suspension of the
                  qualification of the Securities, the Exchange Securities or
                  the Private Exchange Securities for sale in any jurisdiction
                  or the initiation or threatening of any proceeding for such
                  purpose; and

                           (v)      of the happening of any event that requires
                  the making of any changes in any Registration Statement or the
                  prospectus included therein in order that the statements
                  therein are not misleading and do not omit to state a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading.

                  (c)      The Issuers will make every reasonable effort to
         obtain the withdrawal at the earliest possible time of any order
         suspending the effectiveness of any Registration Statement.

                  (d)      The Issuers will furnish to each Holder of Transfer
         Restricted Securities included within the coverage of any Shelf
         Registration Statement, without charge, at least one conformed copy of
         such Shelf Registration Statement and any post-effective amendment
         thereto, including financial statements and schedules and, if any such
         Holder so requests in writing, all exhibits thereto (including those,
         if any, incorporated by reference).

                  (e)      The Issuers will, during the Shelf Registration
         Period, promptly deliver to each Holder of Transfer Restricted
         Securities included within the coverage of any Shelf Registration
         Statement, without charge, as many copies of the prospectus (including
         each preliminary prospectus) included in such Shelf Registration
         Statement and any amendment or supplement thereto as such Holder may
         reasonably request; and the Issuers consent to the use of such
         prospectus or any amendment or supplement thereto by each of the
         selling Holders of Transfer Restricted Securities in connection with
         the offer and sale of the Transfer Restricted Securities covered by
         such prospectus or any amendment or supplement thereto.

                  (f)      The Issuers will furnish to each Initial Purchaser
         and each Exchanging Dealer, and to any other Holder who so requests,
         without charge, at least one conformed copy of the Exchange Offer
         Registration Statement and any post-effective amendment thereto,
         including financial statements and schedules and, if any Initial
         Purchaser or Exchanging Dealer or any such Holder so requests in
         writing, all exhibits thereto (including those, if any, incorporated by
         reference).

                  (g)      The Issuers will, during the Exchange Offer
         Registration Period or the Shelf Registration Period, as applicable,
         promptly deliver to each Initial Purchaser,

                                       -9-



         each Exchanging Dealer and such other persons that are required to
         deliver a prospectus following the Registered Exchange Offer, without
         charge, as many copies of the final prospectus included in the Exchange
         Offer Registration Statement or the Shelf Registration Statement and
         any amendment or supplement thereto as such Initial Purchaser,
         Exchanging Dealer or other persons may reasonably request; and the
         Issuers consent to the use of such prospectus or any amendment or
         supplement thereto by any such Initial Purchaser, Exchanging Dealer or
         other persons, as applicable, as aforesaid.

                  (h)      Prior to the effective date of any Registration
         Statement, the Issuers will use their reasonable best efforts to
         register or qualify, or cooperate with the Holders of Securities,
         Exchange Securities or Private Exchange Securities included therein and
         their respective counsel in connection with the registration or
         qualification of, such Securities, Exchange Securities or Private
         Exchange Securities for offer and sale under the securities or blue sky
         laws of such jurisdictions as any such Holder reasonably requests in
         writing and do any and all other acts or things necessary or advisable
         to enable the offer and sale in such jurisdictions of the Securities,
         Exchange Securities or Private Exchange Securities covered by such
         Registration Statement; provided that the Issuers will not be required
         to qualify generally to do business in any jurisdiction where they are
         not then so qualified or to take any action which would subject them to
         general service of process or to taxation in any such jurisdiction
         where they are not then so subject.

                  (i)      The Issuers will cooperate with the Holders of
         Securities, Exchange Securities or Private Exchange Securities to
         facilitate the timely preparation and delivery of certificates
         representing Securities, Exchange Securities or Private Exchange
         Securities to be sold pursuant to any Registration Statement free of
         any restrictive legends and in such denominations and registered in
         such names as the Holders thereof may request in writing prior to sales
         of Securities, Exchange Securities or Private Exchange Securities
         pursuant to such Registration Statement.

                  (j)      If (i) any event contemplated by Section 4(b)(ii)
         through (v) occurs during the period for which the Issuers are required
         to maintain an effective Registration Statement, or (ii) any Suspension
         Period remains in effect more than 120 days after the occurrence
         thereof, the Issuers will promptly prepare and file with the Commission
         a post-effective amendment to the Registration Statement or a
         supplement to the related prospectus or file any other required
         document so that, as thereafter delivered to purchasers of the
         Securities, Exchange Securities or Private Exchange Securities from a
         Holder, the prospectus will not include an untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading.

                                      -10-


                  (k)      Not later than the effective date of the applicable
         Registration Statement, the Issuers will provide a CUSIP number for the
         Securities, the Exchange Securities and the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         printed certificates for the Securities, the Exchange Securities or the
         Private Exchange Securities, as the case may be, in a form eligible for
         deposit with The Depository Trust Company.

                  (l)      Each of the Issuers will comply with all applicable
         rules and regulations of the Commission and will make generally
         available to its security holders as soon as practicable after the
         effective date of the applicable Registration Statement an earnings
         statement satisfying the provisions of Section 11(a) of the Securities
         Act; provided that in no event shall such earnings statement be
         delivered later than 45 days after the end of a 12-month period (or 90
         days, if such period is a fiscal year) beginning with the first month
         of such Issuer's first fiscal quarter commencing after the effective
         date of the applicable Registration Statement, which statement shall
         cover such 12-month period.

                  (m)      The Issuers will cause the Indenture or the Exchange
         Securities Indenture, as the case may be, to be qualified under the
         Trust Indenture Act as required by applicable law in a timely manner.

                  (n)      The Issuers may require each Holder of Transfer
         Restricted Securities to be registered pursuant to any Shelf
         Registration Statement to furnish to the Issuers such information
         concerning the Holder and the distribution of such Transfer Restricted
         Securities as the Issuers may from time to time reasonably require for
         inclusion in such Shelf Registration Statement, and the Issuers may
         exclude from such registration the Transfer Restricted Securities of
         any Holder that fails to furnish such information within a reasonable
         time after receiving such request.

                  (o)      In the case of a Shelf Registration Statement, each
         Holder of Transfer Restricted Securities to be registered pursuant
         thereto agrees by acquisition of such Transfer Restricted Securities
         that, upon receipt of any notice from the Issuers (i) of a Suspension
         Period under Section 2(b) hereof or (ii) pursuant to Section 4(b)(ii)
         through (v) hereof, such Holder will discontinue disposition of such
         Transfer Restricted Securities until such Holder's receipt of (x)
         notice that the Suspension Period has ended or (y) copies of the
         supplemental or amended prospectus contemplated by Section 4(j) hereof,
         as the case may be, or until advised in writing (the "Advice") by the
         Issuers that the use of the applicable prospectus may be resumed. If
         the Issuers shall give any notice under Section 4(b)(ii) through (v)
         during the period that the Issuers are required to maintain an
         effective Registration Statement (the "Effectiveness Period"), such
         Effectiveness Period shall be extended by the number of days during
         such period from and including the date of the giving of such notice to
         and including the date when each seller of Transfer Restricted
         Securities covered by such Registration Statement shall have received
         (x) the copies of the

                                      -11-



         supplemental or amended prospectus contemplated by Section 4(j) (if an
         amended or supplemental prospectus is required) or (y) the Advice (if
         no amended or supplemental prospectus is required).

                  (p)      In the case of a Shelf Registration Statement, the
         Issuers shall enter into such customary agreements (including, if
         requested, an underwriting agreement in customary form) and take all
         such other action, if any, as Holders of a majority in aggregate
         principal amount of the Securities, Exchange Securities and Private
         Exchange Securities being sold or the managing underwriters (if any)
         shall reasonably request in order to facilitate any disposition of
         Securities, Exchange Securities or Private Exchange Securities pursuant
         to such Shelf Registration Statement.

                  (q)      In the case of a Shelf Registration Statement, the
         Issuers shall (i) make reasonably available for inspection by a
         representative of, and Special Counsel (as defined below) acting for,
         Holders of a majority in aggregate principal amount of the Securities,
         Exchange Securities and Private Exchange Securities being sold and any
         underwriter participating in any disposition of Securities, Exchange
         Securities or Private Exchange Securities pursuant to such Shelf
         Registration Statement, all relevant financial and other records,
         pertinent corporate documents and properties of the Issuers and their
         respective subsidiaries and (ii) use their reasonable best efforts to
         have their officers, directors, employees, accountants and counsel
         supply all relevant information reasonably requested by such
         representative, Special Counsel or any such underwriter (an
         "Inspector") in connection with such Shelf Registration Statement;
         provided that the Inspectors shall first agree in writing with the
         Company that any information that is reasonably designated by the
         Company as confidential at the time of delivery of such information
         shall be kept confidential by such persons and shall be used solely for
         the purposes of exercising rights under this Agreement, unless (i)
         disclosure of such information is required by court or administrative
         order or is necessary to respond to inquiries of regulatory
         authorities, (ii) disclosure of such information is required by law
         (including any disclosure requirements pursuant to federal securities
         laws in connection with the filing of any Registration Statement or the
         use of any prospectus referred to in this Agreement), (iii) such
         information becomes generally available to the public other than as a
         result of a disclosure or failure to safeguard by any such person, (iv)
         such information becomes available to any such person from a source
         other than the Issuers and such source is not bound by a
         confidentiality agreement, or (v) such information relates to the U.S.
         federal income tax treatment or U.S. federal income tax structure of
         the Transactions or materials of any kind relating to such tax
         treatment or tax structure, including opinions or other tax analyses.
         Any person legally compelled to disclose any such confidential
         information made available for inspection shall provide the Company
         with prompt prior written notice of such requirement so that the
         Company may seek a protective order or other appropriate remedy.

                                      -12-



                  (r)      In the case of a Shelf Registration Statement, the
         Issuers shall, if requested by Holders of a majority in aggregate
         principal amount of the Securities, Exchange Securities and Private
         Exchange Securities being sold, their Special Counsel or the managing
         underwriters (if any) in connection with such Shelf Registration
         Statement, use their reasonable best efforts to cause (i) their counsel
         to deliver an opinion relating to the Shelf Registration Statement and
         the Securities, Exchange Securities or Private Exchange Securities, as
         applicable, in customary form and (ii) their officers to execute and
         deliver all customary documents and certificates requested by Holders
         of a majority in aggregate principal amount of the Securities, Exchange
         Securities and Private Exchange Securities being sold, their Special
         Counsel or the managing underwriters (if any). In addition, in the case
         of a Shelf Registration Statement, the Issuers shall, if requested by
         Holders of a majority in aggregate principal amount of the Securities,
         Exchange Securities and Private Exchange Securities being sold, their
         Special Counsel, or the managing underwriters (if any) in connection
         with such Shelf Registration Statement, but only if the registration is
         an underwritten registration, use their reasonable best efforts to
         cause their independent public accountants to provide a comfort letter
         or letters in customary form, subject to receipt of appropriate
         documentation as contemplated, and only if permitted, by Statement of
         Auditing Standards No. 72.

                  5.       Registration Expenses. The Issuers will, jointly and
severally, bear all expenses incurred in connection with the performance of
their obligations under Sections 1, 2, 3 and 4 and the Issuers will, jointly and
severally, reimburse the Initial Purchasers and the Holders for the reasonable
fees and disbursements of one firm of attorneys (in addition to any local
counsel) chosen by the Holders of a majority in aggregate principal amount of
the Securities, the Exchange Securities and the Private Exchange Securities to
be sold pursuant to each Registration Statement (the "Special Counsel") acting
for the Initial Purchasers or Holders in connection therewith.

                  6.       Indemnification. (a) In the event of a Shelf
Registration Statement or in connection with any prospectus delivery pursuant to
an Exchange Offer Registration Statement by an Initial Purchaser or Exchanging
Dealer, as applicable, the Issuers shall, jointly and severally, indemnify and
hold harmless each Holder (including, without limitation, any such Initial
Purchaser or Exchanging Dealer), its affiliates, each person who controls such
Holder or such affiliates within the meaning of the Securities Act or Exchange
Act and their respective officers, directors, employees, representatives and
agents (collectively referred to for purposes of this Section 6 and Section 7 as
a "Holder") from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof (including, without limitation, any
loss, claim, damage, liability or action relating to purchases and sales of
Securities, Exchange Securities or Private Exchange Securities), to which that
Holder may become subject, whether commenced or threatened, under the Securities
Act, the Exchange Act, any other federal or state statutory law or regulation,
at common law or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained in any such

                                      -13-



Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and shall, jointly and severally,
reimburse each Holder promptly upon demand for any legal or other expenses
reasonably incurred by that Holder in connection with investigating or defending
or preparing to defend against or appearing as a third party witness in
connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Issuers shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with any Holders' Information; and provided
further, however, that with respect to any such untrue statement in or omission
from any related preliminary prospectus (as amended or supplemented) or, if
amended or supplemented, any related final prospectus (excluding the correcting
amendment or supplement), the indemnity agreement contained in this Section 6(a)
shall not inure to the benefit of any such Holder from whom the person asserting
any such loss, claim, damage, liability or action received Securities, Exchange
Securities or Private Exchange Securities to the extent that such loss, claim,
damage, liability or action of or with respect to such Holder results from the
fact that both (A) a copy of the final prospectus (together with any correcting
amendments or supplements) was not sent or given to such person at or prior to
the written confirmation of the sale of such Securities, Exchange Securities or
Private Exchange Securities to such person and (B) the untrue statement in or
omission from any related preliminary prospectus (as amended or supplemented)
or, if amended or supplemented, any related final prospectus (excluding the
correcting amendment or supplement) was corrected in the final prospectus or, if
applicable, an amendment or supplement thereto and the final prospectus (as
amended or supplemented) does not contain any other untrue statement or omission
or alleged untrue statement or omission of a material fact unless, in either
case, such failure to deliver the final prospectus was a result of
non-compliance by the Issuers with Sections 4(d), 4(f) or 4(g).

                  (b)      In the event of a Shelf Registration Statement, each
Holder, severally and not jointly, shall indemnify and hold harmless the
Issuers, their respective affiliates, each person who controls any such Issuer
or any such affiliates within the meaning of the Securities Act or Exchange Act
and their respective officers, directors, employees, representatives and agents
(collectively referred to for purposes of this Section 6(b) and Section 7 as the
"Issuers"), from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Issuers may become
subject, whether commenced or threatened, under the Securities Act, the Exchange
Act, any other federal or state statutory law or regulation, at common law or
otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained in any such Registration Statement or any prospectus
forming part thereof or in any amendment or supplement thereto or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under

                                      -14-



which they were made, not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with any Holders' Information
furnished to the Issuers by such Holder, and shall reimburse the Issuers for any
legal or other expenses reasonably incurred by the Issuers in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that no such Holder
shall be liable for any indemnity claims hereunder in excess of the amount of
net proceeds received by such Holder from the sale of Securities, Exchange
Securities or Private Exchange Securities pursuant to such Shelf Registration
Statement.

                  (c)      Promptly after receipt by an indemnified party under
this Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 6 except to the extent
that it has been materially prejudiced by such failure; and provided further,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have to an indemnified party otherwise than
under this Section 6. If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than the
reasonable costs of investigation; provided, however, that an indemnified party
shall have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel for the indemnified party will be at
the expense of such indemnified party unless (1) the employment of counsel by
the indemnified party has been authorized in writing by the indemnifying party,
(2) the indemnified party has reasonably concluded (based upon advice of counsel
to the indemnified party) that there may be legal defenses available to it or
other indemnified parties that are different from or in addition to those
available to the indemnifying party, (3) a conflict or potential conflict exists
(based upon advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party will not
have the right to direct the defense of such action on behalf of the indemnified
party) or (4) the indemnifying party has not in fact employed counsel reasonably
satisfactory to the indemnified party to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and other
charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the

                                      -15-



reasonable fees, disbursements and other charges of more than one separate firm
of attorneys (in addition to any local counsel) at any one time for all such
indemnified party or parties. Each indemnified party, as a condition of the
indemnity agreements contained in Sections 6(a) and 6(b), shall use all
reasonable efforts to cooperate with the indemnifying party in the defense of
any such action or claim. No indemnifying party shall be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party (which consent shall not be unreasonably withheld), effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

                  7.       Contribution. If the indemnification provided for in
Section 6 is unavailable or insufficient to hold harmless an indemnified party
under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the Issuers from the offering and sale
of the Securities, on the one hand, and a Holder with respect to the sale by
such Holder of Securities, Exchange Securities or Private Exchange Securities,
on the other, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Issuers on the one hand and such Holder on the other with respect
to the statements or omissions that resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the Issuers, on the one hand,
and a Holder, on the other, with respect to such offering and such sale shall be
deemed to be in the same proportion as the total net proceeds from the offering
of the Securities (before deducting expenses) received by or on behalf of the
Issuers as set forth in the table on the cover of the Offering Memorandum, on
the one hand, bear to the total proceeds received by such Holder with respect to
its sale of Securities, Exchange Securities or Private Exchange Securities, on
the other. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to the Issuers or
information supplied by the Issuers, on the one hand, or to any Holders'
Information supplied by such Holder, on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The parties hereto agree that it
would not be just and equitable if contributions pursuant to this Section 7 were
to be determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss,
claim, damage or

                                      -16-



liability, or action in respect thereof, referred to above in this Section 7
shall be deemed to include, for purposes of this Section 7, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending or preparing to defend any such action or claim.
Notwithstanding the provisions of this Section 7, an indemnifying party that is
a Holder of Securities, Exchange Securities or Private Exchange Securities shall
not be required to contribute any amount in excess of the amount by which the
total price at which the Securities, Exchange Securities or Private Exchange
Securities sold by such indemnifying party to any purchaser exceeds the amount
of any damages which such indemnifying party has otherwise paid or become liable
to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

                  8.       Rules 144 and 144A. Each of the Issuers shall use its
commercially reasonable best efforts to file the reports required to be filed by
it under the Securities Act and the Exchange Act in a timely manner and, if at
any time such Issuer is not required to file such reports, it will, upon the
written request of any Holder of Transfer Restricted Securities, make publicly
available other information for so long as necessary to permit sales of such
Holder's securities pursuant to Rules 144 and 144A. Each of the Issuers
covenants that it will take such further action as any Holder of Transfer
Restricted Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Transfer Restricted Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including, without limitation, the
requirements of Rule 144A(d)(4)). Upon the written request of any Holder of
Transfer Restricted Securities, each of the Issuers shall deliver to such Holder
a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to
require any of the Issuers to register any of its securities pursuant to the
Exchange Act.

                  9.       Underwritten Registrations. If any of the Transfer
Restricted Securities covered by any Shelf Registration Statement are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by the
Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities included in such offering, subject to the consent of the Issuers
(which shall not be unreasonably withheld or delayed), and such Holders shall be
responsible for all underwriting commissions and discounts in connection
therewith.

               No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Securities on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

                                      -17-



                  10.      Miscellaneous. (a) Amendments and Waivers. The
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the Issuers have obtained the written consent of Holders of a majority in
aggregate principal amount of the Securities, the Exchange Securities and the
Private Exchange Securities, taken as a single class. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders whose Securities,
Exchange Securities or Private Exchange Securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities being sold by such Holders pursuant to such Registration
Statement.

                  (b)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telecopier or air courier guaranteeing next-day delivery:

                  (i)      if to a Holder, at the most current address given by
         such Holder to the Issuers in accordance with the provisions of this
         Section 10(b), which address initially is, with respect to each Holder,
         the address of such Holder maintained by the Registrar under the
         Indenture, with a copy in like manner to J.P. Morgan Securities Inc.,
         Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., Fleet
         Securities, Inc., Morgan Stanley & Co. Incorporated and Scotia Capital
         (USA) Inc.

                  (ii)     if to an Initial Purchaser, initially to J.P. Morgan
         Securities Inc. at its address set forth in the Purchase Agreement; and

                  (iii)    if to the Issuers, initially at the address of the
         Company set forth in the Purchase Agreement.

               All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; one business day
after being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

                  (c)      Successors and Assigns. This Agreement shall be
binding upon the Issuers and their successors and assigns.

                  (d)      Counterparts. This Agreement may be executed in any
number of counterparts (which may be delivered in original form or by
telecopier) and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (e)      Definition of Terms. For purposes of this Agreement,
(a) the term "business day" means any day on which the New York Stock Exchange,
Inc. is open for

                                      -18-



trading, (b) the term "subsidiary" has the meaning set forth in Rule 405 under
the Securities Act and (c) except where otherwise expressly provided, the term
"affiliate" has the meaning set forth in Rule 405 under the Securities Act.

                  (f)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (g)      Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York without
regard to conflicts of law provisions thereof to the extent the application of
the laws of another jurisdiction would be required thereby.

                  (h)      Remedies. In the event of a breach by the Issuers or
by any Holder of any of their obligations under this Agreement, each Holder or
the Issuers, as the case may be, in addition to being entitled to exercise all
rights granted by law, including recovery of damages (other than the recovery of
damages for a breach by the Issuers of their obligations under Sections 1 or 2
hereof for which liquidated damages have been paid pursuant to Section 3
hereof), will be entitled to specific performance of its rights under this
Agreement. The Issuers and each Holder agree that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby further agree that, in the event
of any action for specific performance in respect of such breach, it shall waive
the defense that a remedy at law would be adequate.

                  (i)      No Inconsistent Agreements. The Issuers represent,
warrant and agree that (i) they have not entered into, and shall not, on or
after the date of this Agreement, enter into, any agreement that is inconsistent
with the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof, (ii) they have not previously entered into any
agreement which remains in effect granting any registration rights with respect
to any of their debt securities to any person and (iii) without limiting the
generality of the foregoing, without the written consent of the Holders of a
majority in aggregate principal amount of the then outstanding Transfer
Restricted Securities, they shall not grant to any person the right to request
any of the Issuers to register any debt securities of such Issuer under the
Securities Act unless the rights so granted are not in conflict or inconsistent
with the provisions of this Agreement.

                  (j)      No Piggyback on Registrations. Neither the Issuers
nor any of their respective security holders (other than the Holders of Transfer
Restricted Securities in such capacity) shall have the right to include any
securities of the Issuers in any Shelf Registration or Registered Exchange Offer
other than Transfer Restricted Securities.

                  (k)      Severability. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law. If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or

                                      -19-



invalidated, and the parties hereto shall use their reasonable best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.

                  [Remainder of page intentionally left blank]

                                      -20-



               Please confirm that the foregoing correctly sets forth the
agreement between the Issuers and the Initial Purchasers.

                                         Very truly yours,

                                         LIN TELEVISION CORPORATION

                                         By: /s/ William A. Cunningham
                                             Name: William A. Cunningham
                                             Title: Vice President - Controller

                                         LIN TV CORP., as Guarantor

                                         By: /s/ Peter E. Maloney
                                             Name: Peter E. Maloney
                                             Title: Vice President - Finance

                                      -21-



                                         AIRWAVES, INC.
                                         KXAN, INC.
                                         KXTX HOLDINGS, INC.
                                         LINBENCO, INC.
                                         LIN SPORTS, INC.
                                         LIN TELEVISION OF SAN JUAN, INC.
                                         LIN TELEVISION OF TEXAS, INC.
                                         PRIMELAND TELEVISION, INC.
                                         NORTH TEXAS BROADCASTING
                                           CORPORATION
                                         WNJX-TV, INC.
                                         WOOD TELEVISION, INC.
                                         WTNH BROADCASTING, INC.
                                         TVL BROADCASTING OF ABILENE, INC.
                                         TVL BROADCASTING, INC.
                                         WEYI TELEVISION, INC.
                                           as Guarantors

                                         By: /s/ William A. Cunningham
                                             Name: William A. Cunningham
                                             Title: Vice President - Controller

                                         TELEVICENTRO OF PUERTO RICO, LLC, as
                                         a Guarantor

                                         By: LIN Television of San Juan, Inc.,
                                             its Managing Member

                                         By: /s/ William A. Cunningham
                                             Name: William A. Cunningham
                                             Title: Vice President - Controller

                                      -22-



                                         INDIANA BROADCASTING, LLC
                                         LIN AIRTIME, LLC
                                         PROVIDENCE BROADCASTING, LLC
                                         WAVY BROADCASTING, LLC
                                         WOOD LICENSE CO., LLC
                                         WIVB BROADCASTING, LLC
                                         WWLP BROADCASTING, LLC
                                           as Guarantors

                                         By: LIN Television Corporation,
                                             its Managing Member

                                         By: /s/ William A. Cunningham
                                             Name: William A. Cunningham
                                             Title: Vice President - Controller

                                      -23-



                                         LIN TELEVISION OF TEXAS, L.P.
                                         as a Guarantor

                                         By: LIN Television of Texas, Inc.,
                                             its General Partner

                                         By: /s/ William A. Cunningham
                                             Name: William A. Cunningham
                                             Title: Vice President - Controller

                                         ABILENE BROADCASTING, LLC
                                         TVL BROADCASTING OF RHODE ISLAND, LLC
                                         WDTN BROADCASTING, LLC
                                         WEYI BROADCASTING, LLC
                                         WUPW BROADCASTING, LLC
                                                as Guarantors

                                         By: TVL Broadcasting, Inc.,
                                             its Managing Member

                                         By: /s/ William A. Cunningham
                                             Name: William A. Cunningham
                                             Title: Vice President - Controller

                                      -24-



Accepted by:

J.P. MORGAN SECURITIES INC.

By: /s/ Jessica Kearns
    Jessica Kearns
    Managing Director

For itself and on behalf of the several Initial
Purchasers named in Schedule I hereto.

                                      -25-



                                                                      SCHEDULE I

Initial Purchasers

J.P. Morgan Securities Inc.
Deutsche Bank Securities Inc.
Bear, Stearns & Co. Inc.
Fleet Securities, Inc.
Morgan Stanley & Co. Incorporated
Scotia Capital (USA) Inc.



                                                                         ANNEX A

               Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
The Letter of Transmittal states that by so acknowledging 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. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Issuers have agreed
that, for a period of 90 days after the Expiration Date (as defined herein),
they will make this Prospectus available to any broker-dealer for use in
connection with any such resale. See "Plan of Distribution."



                                                                         ANNEX B

               Each broker-dealer that receives Exchange Securities for its own
account in exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."



                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

               Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
This Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Securities where such Securities were acquired as a
result of market-making activities or other trading activities. The Issuers have
agreed that, for a period of 90 days after the Expiration Date, they will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until [DATE], all dealers
effecting transactions in the Exchange Securities may be required to deliver a
prospectus.

               The Issuers will not receive any proceeds from any sale of
Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Registered Exchange Offer
may be sold 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 Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at 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 such
broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Registered Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Securities may be deemed to
be an "underwriter" within the meaning of the Securities Act and any profit on
any such resale of Exchange Securities and any commission 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 the Issuers
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Issuers have agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Securities) other than commissions or concessions of any
broker-dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.



                                                                         ANNEX D

         [ ]   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: ________________________

If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired 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 Exchange Securities; 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.

EX-4.5

                                                                     EXHIBIT 4.5

                          REGISTRATION RIGHTS AGREEMENT

                                      AMONG

                           LIN TELEVISION CORPORATION,

                                   AS ISSUER,

                          THE GUARANTORS NAMED HEREIN,

                                       AND

                          DEUTSCHE BANK SECURITIES INC.
                           J.P. MORGAN SECURITIES INC.
                        MORGAN STANLEY & CO. INCORPORATED
                            BEAR, STEARNS & CO. INC.
                             FLEET SECURITIES, INC.
                           SCOTIA CAPITAL (USA) INC.,

                              AS INITIAL PURCHASERS

                            DATED AS OF MAY 12, 2003



         REGISTRATION RIGHTS AGREEMENT dated as of May 12, 2003 among LIN
Television Corporation, a Delaware corporation and a wholly owned subsidiary of
LIN TV Corp. ("LIN TELEVISION" or the "ISSUER"), the Guarantors (as defined
herein) and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., Fleet Securities, Inc.,
and Scotia Capital (USA) Inc. (collectively, the "INITIAL PURCHASERS") delivered
pursuant to the Purchase Agreement dated May 6, 2003 (the "PURCHASE AGREEMENT"),
among LIN Television, the Guarantors and the Initial Purchasers. In order to
induce the Initial Purchasers to enter into the Purchase Agreement, each of LIN
Television and the Guarantors have agreed to provide the registration rights set
forth in this Agreement. The execution of this Agreement is a condition to the
closing under the Purchase Agreement.

         Each of LIN Television and the Guarantors agrees with the Initial
Purchasers, (i) for their benefit as Initial Purchasers and (ii) for the benefit
of the beneficial owners (including the Initial Purchasers) from time to time of
the Debentures (as defined herein) and the Affiliate Guarantees (as defined
herein) and the beneficial owners from time to time of the Underlying Common
Stock (as defined herein) issued upon exchange of the Debentures (each of the
foregoing a "HOLDER" and together the "HOLDERS"), as follows:

         SECTION 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

         "AFFILIATE" means with respect to any specified person, an "affiliate,"
as defined in Rule 144, of such person.

         "AFFILIATE GUARANTEES" has the meaning assigned such term in the
Indenture.

         "AMENDMENT EFFECTIVENESS DEADLINE DATE" has the meaning set forth in
Section 2(d) hereof.

         "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.

         "COMMON STOCK" means the shares of class A common stock, par value $.01
per share, of LIN TV and any other shares of common stock as may constitute
"Common Stock" for purposes of the Indenture, including the Underlying Common
Stock.

         "DAMAGES ACCRUAL PERIOD" has the meaning set forth in Section 2(e)
hereof. "Damages Payment Date" means each May 15 and November 15.

         "DEBENTURES" means the 2.50% Exchangeable Senior Subordinated
Debentures Due 2033 of the Issuer to be purchased pursuant to the Purchase
Agreement.

         "DEFERRAL NOTICE" has the meaning set forth in Section 3(h) hereof.

         "DEFERRAL PERIOD" has the meaning set forth in Section 3(h) hereof.

                                       2



         "EFFECTIVE EXCHANGE PRICE" has the meaning assigned such term in the
Indenture.

         "EFFECTIVENESS DEADLINE DATE" has the meaning set forth in Section 2(a)
hereof.

         "EFFECTIVENESS PERIOD" means the period commencing on the date hereof
and ending on the date that all Registrable Securities have ceased to be
Registrable Securities.

         "EVENT" has the meaning set forth in Section 2(e) hereof.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

         "FILING DEADLINE DATE" has the meaning set forth in Section 2(a)
hereof.

         "GUARANTORS" has the meaning assigned such term in the Indenture.

         "HOLDER" has the meaning set forth in the second paragraph of this
Agreement.

         "INDENTURE" means the Indenture, dated as of May 12, 2003, among the
Issuer, the Guarantors and The Bank of New York, as trustee, pursuant to which
the Debentures and the Affiliate Guarantees are being issued.

         "INITIAL PURCHASERS" means Deutsche Bank Securities Inc., J.P. Morgan
Securities Inc., Morgan Stanley & Co. Incorporated, Bear, Steams & Co. Inc.,
Fleet Securities, Inc., and Scotia Capital (USA) Inc.

         "INDEMNIFIED HOLDER" has the meaning set forth in Section 6(a) hereof.

         "INDEMNIFIED ISSUER" has the meaning set forth in Section 6(b) hereof.

         "INITIAL SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(a) hereof.

         "ISSUE DATE" means May 12, 2003.

         "ISSUER" has the meaning set forth in the preamble hereof.

         "LIN TV" means LIN TV Corp., a Delaware corporation.

         "LIQUIDATED DAMAGES AMOUNT" has the meaning set forth in Section 2(e)
hereof.

         "MATERIAL EVENT" has the meaning set forth in Section 3(h) hereof.

         "NOTICE AND QUESTIONNAIRE" means a written notice delivered to the
Issuer containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Issuer dated May 12, 2003 relating to the Debentures.

         "NOTICE HOLDER" means, on any date, any Holder that has delivered a
Notice and Questionnaire to the Issuer on or prior to such date.

                                       3



         "PURCHASE AGREEMENT" has the meaning set forth in the preamble hereof.

         "PROSPECTUS" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

         "RECORD HOLDER" means with respect to any Damages Payment Date relating
to any Debentures or Underlying Common Stock as to which any Liquidated Damages
Amount has accrued, the registered holder of such Debenture or Underlying Common
Stock on the May 1 immediately preceding a Damages Payment Date occurring on a
May 15, and on the November 1 immediately preceding a Damages Payment Date
occurring on a November 15.

         "REGISTRABLE SECURITIES" means the Debentures and the Affiliate
Guarantees until such Debentures and Affiliate Guarantee have been converted
into or exchanged for the Underlying Common Stock and, at all times subsequent
to any such conversion or exchange, the Underlying Common Stock and any
securities into or for which such Underlying Common Stock has been converted or
exchanged, and any security issued with respect thereto upon any stock dividend,
split or similar event until, in the case of any such security the earliest of
(i) its resale in accordance with the Registration Statement covering sales and
offers of such securities by Holders thereof, (ii) expiration of the holding
period that would be applicable thereto under Rule 144(k) to a sale by a
non-Affiliate of the Issuer or LIN TV, as the case may be, and (iii) its sale to
the public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the Securities Act.

         "REGISTRATION STATEMENT" means any registration statement of the Issuer
and the Guarantors that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits and all materials incorporated by reference or explicitly deemed to
be incorporated by reference in such registration statement.

         "RESTRICTED SECURITIES" means "Restricted Securities" as defined in
Rule 144.

         "RULE 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

         "RULE 144A" means Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

         "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section
2(a) hereof.

                                       4



         "SPECIAL COUNSEl" means a nationally recognized law firm experienced in
securities law matters designated by the Issuer, with the written consent of the
Initial Purchasers (which shall not be unreasonably withheld), the reasonable
fees and expenses of which will be paid by the Issuer pursuant to Section 5
hereof, or one such other successor counsel as shall be specified by the Holders
of a majority of the Registrable Securities. For purposes of determining the
holders of a majority of the Registrable Securities in this definition, Holders
of Debentures shall be deemed to be the Holders of the number of shares of
Underlying Common Stock into which such Debentures are or would be exchangeable
as of the date the consent is requested.

         "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(b) hereof.

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "TRUSTEE" means The Bank of New York, the Trustee under the Indenture.

         "UNDERLYING COMMON STOCK" means the Common Stock into which the
Debentures are exchangeable or issued upon any such exchange.

         SECTION 2. Shelf Registration. (a) The Issuer and the Guarantors shall
prepare and file or cause to be prepared and filed with the SEC, as soon as
practicable but in any event by the date (the "FILING DEADLINE DATE") ninety
(90) days after the Issue Date, a Registration Statement for an offering to be
made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act
(a "SHELF REGISTRATION STATEMENT") registering the resale from time to time by
Holders thereof of all of the Registrable Securities (the "INITIAL SHELF
REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on
Form S-3 or another appropriate form permitting registration of such Registrable
Securities for resale by such Holders in accordance with the methods of
distribution elected by the Holders and set forth in the Initial Shelf
Registration Statement. The Issuer and the Guarantors shall use their best
efforts to cause the Initial Shelf Registration Statement to be declared
effective under the Securities Act as promptly as is practicable but in any
event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty
(180) days after the Issue Date, and, subject to Section 3(h), to keep the
Initial Shelf Registration Statement (or any Subsequent Shelf Registration
Statement) continuously effective under the Securities Act until the expiration
of the Effectiveness Period. At the time the Initial Shelf Registration
Statement is declared effective, each Holder that became a Notice Holder on or
prior to the date ten (10) Business Days prior to such time of effectiveness
shall be named as a selling securityholder in the Initial Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of Registrable Securities in accordance
with applicable law. No holders of a security issued by the Issuer or any
Guarantor (other than the Holders of Registrable Securities) shall have the
right to include any such security in the Shelf Registration Statement.

         (b)      If the Initial Shelf Registration Statement or any Subsequent
Shelf Registration Statement ceases to be effective for any reason at any time
during the Effectiveness Period (other than because all Registrable Securities
registered thereunder shall have been resold pursuant thereto or shall have
otherwise ceased to be Registrable Securities), the Issuer and the Guarantors
shall use their reasonable best efforts to obtain the prompt withdrawal of any
order suspending

                                       5



the effectiveness thereof, and in any event shall within thirty (30) days of
such cessation of effectiveness amend the Shelf Registration Statement in a
manner reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a
Subsequent Shelf Registration Statement is filed, the Issuer and the Guarantors
shall use their best efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is practicable after such filing
and to keep such Registration Statement (or subsequent Shelf Registration
Statement) continuously effective until the end of the Effectiveness Period.

         (c)      The Issuer and the Guarantors shall supplement and amend the
Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Issuer and the
Guarantors for such Shelf Registration Statement, if required by the Securities
Act or as necessary to name a Notice Holder as a selling securityholder pursuant
to Section (d) below.

         (d)      Each Holder agrees that if such Holder wishes to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus, it will do so only in accordance with this Section 2(d) and Section
3(h). Following the date that the Initial Shelf Registration Statement is
declared effective, each Holder wishing to sell Registrable Securities pursuant
to a Shelf Registration Statement and related Prospectus agrees to deliver a
Notice and Questionnaire to the Issuer at least fifteen (15) Business Days prior
to any intended distribution of Registrable Securities under the Shelf
Registration Statement. Each Holder who elects to sell Registrable Securities
pursuant to a Shelf Registration Statement agrees by submitting a Notice and
Questionnaire to the Issuer, it will be bound by the terms and conditions of the
Notice and Questionnaire and this Agreement. From and after the date the Initial
Shelf Registration Statement is declared effective, the Issuer and the
Guarantors shall, as promptly as practicable after the date a Notice and
Questionnaire is delivered pursuant to Section 8(c) hereof, and in any event
upon the later of (x) fifteen (15) Business Days after such date or (y) five (5)
Business Days after the expiration of any Deferral Period in effect when the
Notice and Questionnaire is delivered:

                  (i)      if required by applicable law, file with the SEC a
         post-effective amendment to the Shelf Registration Statement or prepare
         and, if required by applicable law, file a supplement to the related
         Prospectus or a supplement or amendment to any document incorporated
         therein by reference or file any other required document so that the
         Holder delivering such Notice and Questionnaire is named as a selling
         securityholder in the Shelf Registration Statement and the related
         Prospectus in such a manner as to permit such Holder to deliver such
         Prospectus to purchasers of the Registrable Securities in accordance
         with applicable law and, if the Issuer and the Guarantors shall file a
         posteffective amendment to the Shelf Registration Statement, use their
         reasonable best efforts to cause such post-effective amendment to be
         declared effective under the Securities Act as promptly as is
         practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS
         DEADLINE DATE") that is forty-five (45) days after the date such
         post-effective amendment is required by this clause to be filed;

                                       6



                  (ii)     provide such Holder copies of any documents filed
         pursuant to Section 2(d)(i); and

                  (iii)    notify such Holder as promptly as practicable after
         the effectiveness under the Securities Act of any post-effective
         amendment filed pursuant to Section 2(d)(i);

provided, that if such Notice and Questionnaire is delivered during a Deferral
Period, the Issuer and the Guarantors shall so inform the Holder delivering such
Notice and Questionnaire and shall take the actions set forth in clauses (i),
(ii) and (iii) above upon expiration of the Deferral Period in accordance with
Section 3(h). Notwithstanding anything contained herein to the contrary, (i)
neither the Issuer nor the Guarantors shall be under any obligation to name any
Holder that is not a Notice Holder as a selling securityholder in any
Registration Statement or related Prospectus and (ii) the Amendment
Effectiveness Deadline Date shall be extended by up to ten (10) Business Days
from the expiration of a Deferral Period (and the Issuer shall incur no
obligation to pay Liquidated Damages during such extension or during such
Deferral Period) if such Deferral Period shall be in effect on the Amendment
Effectiveness Deadline Date.

         (e)      The parties hereto agree that the Holders of Registrable
Securities will suffer damages, and that it would not be feasible to ascertain
the extent of such damages with precision, if, other than as permitted
hereunder,

                  (i)      the Initial Shelf Registration Statement has not been
         filed on or prior to the Filing Deadline Date,

                  (ii)     the Initial Shelf Registration Statement has not been
         declared effective under the Securities Act on or prior to the
         Effectiveness Deadline Date,

                  (iii)    the Issuer and the Guarantors failed to perform their
         obligations set forth in Section 2(d)(i) within the time period
         required therein,

                  (iv)     any post-effective amendment to a Shelf Registration
         Statement filed pursuant to Section 2(d)(i) has not become effective
         under the Securities Act on or prior to the Amendment Effectiveness
         Deadline Date, or

                  (v)      the aggregate duration of Deferral Periods in any
         period exceeds the number of days permitted in respect of such period
         pursuant to Section 3(h) hereof.

Each event described in any of the foregoing clauses (i) through (v) is
individually referred to herein as an "EVENT." For purposes of this Agreement,
each Event set forth above shall begin and end on the dates set forth in the
table set forth below:



Type of Event by               Beginning                           Ending
     Clause                      Date                               Date
     ------                      ----                               ----
                                                  
       (i)              Filing Deadline Date            the date the Initial Shelf
                                                        Registration Statement is filed


                                       7





Type of Event by               Beginning                           Ending
     Clause                      Date                               Date
     ------                      ----                               ----
                                                  
      (ii)              Effectiveness Deadline Date     the date the Initial Shelf
                                                        Registration Statement becomes
                                                        effective under the Securities Act

      (iii)             the date by which the Issuer    the date the Issuer and the
                        and the Guarantors are          Guarantors perform their
                        required to perform their       obligations set forth in Section
                        obligations under Section 2(d)  2(d)

      (iv)              the Amendment Effectiveness     the date the applicable
                        Deadline Date                   post-effective amendment to a
                                                        Shelf Registration Statement
                                                        becomes effective under the
                                                        Securities Act

       (v)              the date on which the           termination of the Deferral
                        aggregate duration of           Period that caused the limit on
                        Deferral Periods in any         the aggregate duration of
                        period exceeds the number of    Deferral Periods to be exceeded
                        days permitted by Section 3(h)


Subject to Section 3(h), for purposes of this Agreement, Events shall begin on
the dates set forth in the table above and shall continue until the ending dates
set forth in the table above.

         Commencing on (and including) any date that an Event has begun and
ending on (but excluding) the next date on which there are no Events that have
occurred and are continuing (a "DAMAGES ACCRUAL PERIOD"), the Issuer shall pay,
as liquidated damages and not as a penalty, to Record Holders of Registrable
Securities an amount (the "LIQUIDATED DAMAGES AMOUNT") accruing, for each day in
the Damages Accrual Period, (i) in respect of any Debenture, at a rate per annum
equal to 0.50% on the aggregate principal amount of such Debenture and (ii) in
respect of each share of Underlying Common Stock that has been issued upon
exchange of a Debenture at a rate per annum equal to 0.50% on the Effective
Exchange Price in effect as of the first day of such Damages Accrual Period, as
the case may be; provided that in the case of a Damages Accrual Period that is
in effect solely as a result of an Event of the type described in clause (iii),
(iv) or (v) of the preceding paragraph, such Liquidated Damages Amount shall be
paid only to the Holders (as set forth in the succeeding paragraph) that have
delivered Notices

                                       8



and Questionnaires that caused the Issuer and the Guarantors to incur the
obligations set forth in Section 2(d) the non-performance of which is the basis
of such Event. In calculating the Liquidated Damages Amount on any date on which
no Debentures are outstanding, the Effective Exchange Price and the Liquidated
Damages Amount payable with respect to shares of Common Stock that are
Registrable Securities, shall be calculated as if the Debentures were still
outstanding. Notwithstanding the foregoing, no Liquidated Damages Amount shall
accrue as to any Registrable Security from and after the earlier of (x) the date
such security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events.

         The Liquidated Damages Amount shall accrue from the first day of the
applicable Damages Accrual Period, and shall be payable on each Damages Payment
Date during the Damage Accrual Period to the Record Holders of the Registrable
Securities entitled thereto; provided that if the Damage Accrual Period does not
end on a Damages Payment Date, the Liquidated Damages Amount shall be payable to
the Record Holders as of the date on which such Damage Accrual Period ends;
provided further that any Liquidated Damages Amount accrued with respect to any
Debenture or portion thereof redeemed or repurchased by the Issuer on a
redemption date or a purchase date or exchanged for Underlying Common Stock on
an exchange date prior to the Damages Payment Date, shall, in any such event, be
paid instead to the Holder who submitted such Debenture or portion thereof for
redemption, repurchase or exchange on the applicable redemption date, purchase
date or exchange date, as the case may be, on such date (or promptly following
the exchange date, in the case of exchange); provided further, that, in the case
of an Event of the type described in clause (iii), (iv) or (v) of the first
paragraph of this Section 2(e), such Liquidated Damages Amount shall be paid
only to the Holders entitled thereto pursuant to such first paragraph by check
mailed to the address set forth in the Notice and Questionnaire delivered by
such Holder. The Trustee shall be entitled, on behalf of registered holders of
Debentures or Underlying Common Stock, to seek any available remedy for the
enforcement of this Agreement, including for the payment of such Liquidated
Damages Amount. Notwithstanding the foregoing, the parties agree that the sole
damages payable for a violation of the terms of this Agreement with respect to
which liquidated damages are expressly provided shall be such liquidated
damages. Nothing shall preclude any Holder from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.

         The obligation of the Issuer to pay any Liquidated Damages Amount as
described in this Section 2(e) shall be subordinated in right of payment, to the
same extent and in same the manner as provided in Article 5 of the Indenture as
if such obligations were Indebtedness (as defined in the Indenture) evidenced by
the Securities (as defined in the Indenture), to the payment when due of all
Senior Indebtedness (as defined in the Indenture) of the Issuer. The parties
hereto agree and acknowledge that such subordination is for the benefit of and
enforceable by the holders of Senior Indebtedness. Such Indebtedness shall in
all respects rank pari passu with all other Senior Subordinated Indebtedness (as
defined in the Indenture) of the Issuer, and only Indebtedness of the Issuer
that is Senior Indebtedness will rank senior to such Indebtedness in accordance
with the provisions set forth in the Indenture as if such Indebtedness were
Indebtedness evidenced by the Securities.

                                       9



         All of the Issuer's and the Guarantors' obligations set forth in this
Section 2(e) that are outstanding with respect to any Registrable Security at
the time such security ceases to be a Registrable Security shall survive until
such time as all such obligations with respect to such security have been
satisfied in full (notwithstanding termination of this Agreement pursuant to
Section 8(k)).

         The parties hereto agree that the liquidated damages provided for in
this Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

         SECTION 3. Registration Procedures. In connection with the registration
obligations of the Issuer and the Guarantors under Section 2 hereof, during the
Effectiveness Period, the Issuer and the Guarantors shall:

         (a)      Prepare and file with the SEC a Registration Statement or
Registration Statements on any appropriate form under the Securities Act
available for the sale of the Registrable Securities by the Holders thereof in
accordance with the intended method or methods of distribution thereof, and use
their best efforts to cause each such Registration Statement to become effective
and remain effective as provided herein; provided that before filing any
Registration Statement or Prospectus or any amendments or supplements thereto
with the SEC (but excluding reports filed with the SEC under the Exchange Act),
furnish to the Initial Purchasers and the Special Counsel of such offering, if
any, copies of all such documents proposed to be filed at least three (3)
Business Days prior to the filing of such Registration Statement or amendment
thereto or Prospectus or supplement thereto.

         (b)      Subject to Section 3(h), prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may
be necessary to keep such Registration Statement continuously effective for the
applicable period specified in Section 2(a); cause the related Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and use their reasonable best efforts to comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement during the
Effectiveness Period in accordance with the intended methods of disposition by
the sellers thereof set forth in such Registration Statement as so amended or
such Prospectus as so supplemented.

         (c)      As promptly as practicable give notice to the Notice Holders,
the Initial Purchasers and the Special Counsel, if any, (i) when any Prospectus,
prospectus supplement, Registration Statement or post-effective amendment to a
Registration Statement has been filed with the SEC and, with respect to a
Registration Statement or any post-effective amendment, when the same has been
declared effective, (ii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of
any Registration Statement or the initiation or threatening of any proceedings
for that purpose, (iii) of the receipt by the Issuer or any Guarantor of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any

                                       10



jurisdiction or the initiation or threatening of any proceeding for such
purpose, (iv) of the occurrence of, but not the nature of or details concerning,
a Material Event and (v) of the determination by the Issuer or any Guarantor
that a post-effective amendment to a Registration Statement will be filed with
the SEC, which notice may, at the discretion of the Issuer or any Guarantor (or
as required pursuant to Section 3(h)), state that it constitutes a Deferral
Notice, in which event the provisions of Section 3(h) shall apply.

         (d)      Use their reasonable best efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction in which they
have been qualified for sale, in either case at the earliest possible moment,
and provide notice as promptly as practicable to each Notice Holder and the
Initial Purchasers of the withdrawal of any such order.

         (e)      As promptly as practicable furnish to each Notice Holder, the
Special Counsel, if any, and the Initial Purchasers, upon request and without
charge, at least one (1) conformed copy of the Registration Statement and any
amendment thereto, including exhibits and if requested, all documents
incorporated or deemed to be incorporated therein by reference.

         (f)      During the Effectiveness Period, deliver to each Notice
Holder, the Special Counsel, if any, and the Initial Purchasers, in connection
with any sale of Registrable Securities pursuant to a Registration Statement,
without charge, as many copies of the Prospectus or Prospectuses relating to
such Registrable Securities (including each preliminary prospectus) and any
amendment or supplement thereto as such Notice Holder may reasonably request;
and the Issuer and the Guarantors hereby consent (except during such periods
that a Deferral Notice is outstanding and has not been revoked) to the use of
such Prospectus or each amendment or supplement thereto by each Notice Holder in
connection with any offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto in the manner set forth
therein.

         (g)      Prior to any public offering of the Registrable Securities
pursuant to a Registration Statement, use their reasonable best efforts to
register or qualify or cooperate with the Notice Holders and the Special
Counsel, if any, in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Notice Holder reasonably requests
in writing (which request may be included in the Notice and Questionnaire);
prior to any public offering of the Registrable Securities pursuant to the Shelf
Registration Statement, use their reasonable best efforts to keep each such
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period in connection with such Notice Holder's offer and sale of
Registrable Securities pursuant to such registration or qualification (or
exemption therefrom) and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of such Registrable
Securities in the manner set forth in the relevant Registration Statement and
the related Prospectus; provided that neither the Issuer nor any Guarantor will
be required to (i) qualify as a foreign corporation or as a dealer in securities
in any jurisdiction where it would not otherwise be required to qualify but for
this Agreement or (ii) take any action that would subject it to general service
of process in suits or to taxation in any such jurisdiction where it is not then
so subject.

                                       11



         (h)      Upon (A) the issuance by the SEC of a stop order suspending
the effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact (a "MATERIAL EVENT") as a result of which any Registration Statement
shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any Prospectus shall contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or existence
of any pending or prospective corporate development that, in the reasonable
discretion of the Issuer, makes it appropriate to suspend the availability of
the Shelf Registration Statement and the related Prospectus:

                  (i)      in the case of clause (B) above, subject to the next
         sentence, as promptly as practicable prepare and file, if necessary
         pursuant to applicable law, a post-effective amendment to such
         Registration Statement or a supplement to the related Prospectus or any
         document incorporated therein by reference or file any other required
         document that would be incorporated by reference into such Registration
         Statement and Prospectus so that such Registration Statement does not
         contain any untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, and such Prospectus does not contain
         any untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, as thereafter delivered to the purchasers of the
         Registrable Securities being sold thereunder, and, in the case of a
         post-effective amendment to a Registration Statement, subject to the
         next sentence, use their reasonable best efforts to cause it to be
         declared effective as promptly as is practicable, and

                  (ii)     give notice to the Notice Holders, and the Special
         Counsel, if any, that the availability of the Shelf Registration
         Statement is suspended (a "DEFERRAL NOTICE") and, upon receipt of any
         Deferral Notice, each Notice Holder agrees not to sell any Registrable
         Securities pursuant to the Registration Statement until such Notice
         Holder's receipt of copies of the supplemented or amended Prospectus
         provided for in clause (i) above, or until it is advised in writing by
         Issuer that the Prospectus may be used, and has received copies of any
         additional or supplemental filings that are incorporated or deemed
         incorporated by reference in such Prospectus.

The Issuer and the Guarantors will use their reasonable best efforts to ensure
that the use of the Prospectus may be resumed (x) in the case of clause (A)
above, as promptly as is practicable, (y) in the case of clause (B) above, as
soon as, in the sole judgment of the Issuer, public disclosure of such Material
Event would not be prejudicial to or contrary to the interests of the Issuer or,
if necessary to avoid unreasonable burden or expense, as soon as practicable
thereafter and (z) in the case of clause (C) above, as soon as in the sole
judgment of the Issuer, such suspension is no longer appropriate. The Issuer
shall be entitled to exercise its rights under this Section 3(h) to suspend the
availability of the Shelf Registration Statement or any Prospectus, without
incurring or accruing any obligation to pay liquidated damages pursuant to
Section 2(e) (the "DEFERRAL PERIOD"); provided that the aggregate duration of
any Deferral Periods shall not exceed an

                                       12



aggregate of 30 days in any three month period or an aggregate of 90 days in any
twelve (12) month period.

         (i)      If reasonably requested in writing in connection with a
disposition of Registrable Securities pursuant to a Registration Statement, make
reasonably available for inspection during normal business hours by a
representative for the Notice Holders of such Registrable Securities, any
broker-dealers, attorneys and accountants retained by such Notice Holders, and
any attorneys or other agents retained by a broker-dealer engaged by such Notice
Holders, all relevant financial and other records and pertinent corporate
documents and properties of LIN TV and its subsidiaries, and cause the
appropriate officers, directors and employees of LIN TV and its subsidiaries to
make reasonably available for inspection during normal business hours on
reasonable notice all relevant information reasonably requested by such
representative for the Notice Holders, or any such broker-dealers, attorneys or
accountants in connection with such disposition, in each case as is customary
for similar "due diligence" examinations; provided that such persons shall first
agree in writing with LIN TV that any information that is reasonably designated
by LIN TV as confidential at the time of delivery of such information shall be
kept confidential by such persons and shall be used solely for the purposes of
exercising rights under this Agreement, unless (i) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of any Registration
Statement or the use of any prospectus referred to in this Agreement), (iii)
such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard by any such person or (iv) such
information becomes available to any such person from a source other than the
Issuer or an Guarantor and such source is not bound by a confidentiality
agreement, and provided further that the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Notice Holders and the other parties entitled thereto by the counsel
referred to in Section 5. Any person legally compelled to disclose any such
confidential information made available for inspection shall provide the Issuer
with prompt prior written notice of such requirement so that the Issuer may seek
a protective order or other appropriate remedy.

         (j)      Comply with all applicable rules and regulations of the SEC
and make generally available to their securityholders earning statements (which
need not be audited) satisfying the provisions of Section 11 (a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act) for a 12-month period commencing on the first day of the
first fiscal quarter of LIN TV commencing after the effective date of a
Registration Statement, which statements shall be made available no later than
45 days after the end of the 12-month period or 90 days if the 12month period
coincides with the fiscal year of LIN TV.

         (k)      Cooperate with each Notice Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
sold or to be sold pursuant to a Registration Statement, which certificates
shall not bear any restrictive legends, cause such Registrable Securities that
are Debentures to be in such denominations as are permitted by the Indenture and
cause such Registrable Securities to be registered in such names as such Notice
Holder may request, at least two (2) Business Day prior to any sale of such
Registrable Securities, in writing.

                                       13



         (l)      Provide a CUSIP number for all Registrable Securities covered
by each Registration Statement not later than the effective date of such
Registration Statement and provide the Trustee and the transfer agent for the
Common Stock with printed certificates for the Registrable Securities that are
in a form eligible for deposit with The Depository Trust Company.

         (m)      Cooperate and assist in any filings required to be made with
the National Association of Securities Dealers, Inc.

         (n)      Upon (i) the filing of the Initial Shelf Registration
Statement and (ii) the effectiveness of the Initial Shelf Registration
Statement, announce the same, in each case by release to Reuters Economic
Services and Bloomberg Business News or other reasonable means of distribution.

         SECTION 4. Holder's Obligations. Each Holder agrees, by acquisition of
the Registrable Securities, that no Holder shall be entitled to sell any of such
Registrable Securities pursuant to a Registration Statement or to receive a
Prospectus relating thereto, unless such Holder has furnished the Issuer with a
Notice and Questionnaire as required pursuant to Section 2(d) hereof (including
the information required to be included in such Notice and Questionnaire) and
the information set forth in the next sentence. Each Notice Holder agrees
promptly to furnish to the Issuer all information required to be disclosed in
order to make the information previously furnished to the Issuer by such Notice
Holder not misleading and any other information regarding such Notice Holder and
the distribution of such Registrable Securities as the Issuer may from time to
time reasonably request. Any sale of any Registrable Securities by any Holder
shall constitute a representation and warranty by such Holder that the
information relating to such Holder and its plan of distribution is as set forth
in the Prospectus delivered by such Holder in connection with such disposition,
that such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading.

         SECTION 5. Registration Expenses. The Issuer shall bear all fees and
expenses incurred in connection with the performance by the Issuer and the
Guarantors of their obligations under Sections 2 and 3 of this Agreement whether
or not any Registration Statement is declared effective. Such fees and expenses
shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (x) with respect to filings
required to be made with the National Association of Securities Dealers, Inc.
and (y) of compliance with federal and state securities or Blue Sky laws
(including, without limitation, reasonable fees and disbursements of the Special
Counsel, if any, in connection with Blue Sky qualifications of the Registrable
Securities under the laws of such jurisdictions as Notice Holders of a majority
of the Registrable Securities being sold pursuant to a Registration Statement
may designate), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities in a form eligible for
deposit with The Depository Trust Company), (iii) duplication expenses relating
to copies of any Registration Statement or Prospectus delivered to any Holders
hereunder, (iv) fees and disbursements of counsel for the Issuer and the
Guarantors in connection with the Shelf Registration Statement, (v) reasonable
fees and disbursements of the Trustee and

                                       14



its counsel and of the registrar and transfer agent for the Common Stock and
(vi) any Securities Act liability insurance obtained by the Issuer and the
Guarantors in their sole discretion. In addition, the Issuer shall pay the
internal expenses of the Issuer and the Guarantors (including, without
limitation, all salaries and expenses of officers and employees performing legal
or accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing by LIN TV of the Registrable Securities
on any securities exchange on which similar securities of LIN TV are then listed
and the fees and expenses of any person, including special experts, retained by
the Issuer and the Guarantors. Notwithstanding the provisions of this Section 5,
each seller of Registrable Securities shall pay selling expenses, including any
underwriting discount and commissions, and all registration expenses to the
extent required by applicable law.

         SECTION 6. Indemnification and Contribution.

         (a)      Indemnification by the Guarantors and the Issuer. In the event
of a Registration Statement, each of the Issuer and the Guarantors shall,
jointly and severally, indemnify and hold harmless each Notice Holder, its
Affiliates, each person who controls such Holder or such Affiliates within the
meaning of the Securities Act or Exchange Act and their respective officers,
directors, employees, representatives and agents (collectively referred to for
purposes of this Section 6 as a "INDEMNIFIED HOLDER") from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof
(including, without limitation, any loss, claim, damage, liability or action
relating to purchases and sales of Registrable Securities), to which that
Indemnified Holder may become subject, whether commenced or threatened, under
the Securities Act, the Exchange Act, any other federal or state statutory law
or regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any such Registration
Statement or (ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, and shall, jointly and severally, reimburse each Indemnified Holder
promptly upon demand for any legal or other expenses reasonably incurred by that
Indemnified Holder in connection with investigating or defending or preparing to
defend against or appearing as a third party witness in connection with any such
loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that neither the Issuer nor any Guarantor shall be liable in
any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with any information included in any
Registration Statement in reliance upon or in conformity with written
information furnished to the Issuer or LIN TV by or on behalf of any Holder
specifically for use therein; and provided further, however, that with respect
to any such untrue statement in or omission from any related preliminary
prospectus (as amended or supplemented) or, if amended or supplemented, any
related final prospectus (excluding the correcting amendment or supplement), the
indemnity agreement contained in this Section 6(a) shall not inure to the
benefit of any such Indemnified Holder from whom the person asserting any such
loss, claim, damage, liability or action received Registrable Securities to the
extent that such loss, claim, damage, liability or action of or with respect to
such Indemnified Holder results from the fact that both (A) a copy of the final
prospectus (together with any correcting amendments or supplements) was not sent
or given to

                                       15



such person at or prior to the written confirmation of the sale of such
Registrable Securities to such person and (B) the untrue statement in or
omission from any related preliminary prospectus (as amended or supplemented)
or, if amended or supplemented, any related final prospectus (excluding the
correcting amendment or supplement) was corrected in the final prospectus or, if
applicable, an amendment or supplement thereto and the final prospectus (as
amended or supplemented) does not contain any other untrue statement or omission
or alleged untrue statement or omission of a material fact unless, in either
case, such failure to deliver the final prospectus was a result of
non-compliance by the Issuer or any Guarantor with Section 3(e) or 3(f).

         (b)      Indemnification by Holders. In the event of a Registration
Statement, each Holder, severally and not jointly, shall indemnify and hold
harmless each Guarantor and the Issuer, their respective Affiliates, each person
who controls any such Guarantor or the Issuer, as the case may be, or any such
Affiliates within the meaning of the Securities Act or Exchange Act and their
respective officers, directors, employees, representatives and agents
(collectively referred to for purposes of this Section 6(b) and Section 6(d) as
the "INDEMNIFIED ISSUERS"), from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which the
Indemnified Issuers may become subject, whether commenced or threatened, under
the Securities Act, the Exchange Act, any other federal or state statutory law
or regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any such Registration
Statement or any prospectus forming part thereof or in any amendment or
supplement thereto or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, but in each case only to the extent that the untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with any information included in any
Registration Statement in reliance upon or in conformity with written
information furnished to the Issuer or LIN TV by or on behalf of any Holder
specifically for use therein, and shall reimburse the Indemnified Issuers for
any legal or other expenses reasonably incurred by the Indemnified Issuers in
connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that no such Holder shall be liable for any indemnity claims hereunder in excess
of the amount of net proceeds received by such Holder from the sale of
Registrable Securities pursuant to such Registration Statement.

         (c)      Conduct of Indemnification Proceedings. Promptly after receipt
by an indemnified party under this Section 6 of notice of any claim or the
commencement of any action, the indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party pursuant to Section 6(a) or
6(b), notify the indemnifying party in writing of the claim or the commencement
of that action; provided, however, that the failure to notify the indemnifying
party shall not relieve it from any liability which it may have under this
Section 6 except to the extent that it has been materially prejudiced by such
failure; and provided further, however, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 6. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it

                                       16



wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 6 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than the reasonable costs of investigation;
provided, however, that an indemnified party shall have the right to employ its
own counsel in any such action, but the fees, expenses and other charges of such
counsel for the indemnified party will be at the expense of such indemnified
party unless (1) the employment of counsel by the indemnified party has been
authorized in writing by the indemnifying party, (2) the indemnified party has
reasonably concluded (based upon advice of counsel to the indemnified party)
that there may be legal defenses available to it or other indemnified parties
that are different from or in addition to those available to the indemnifying
party, (3) a conflict or potential conflict exists (based upon advice of counsel
to the indemnified party) between the indemnified party and the indemnifying
party (in which case the indemnifying party will not have the right to direct
the defense of such action on behalf of the indemnified party) or (4) the
indemnifying party has not in fact employed counsel reasonably satisfactory to
the indemnified party to assume the defense of such action within a reasonable
time after receiving notice of the commencement of the action, in each of which
cases the reasonable fees, disbursements and other charges of counsel will be at
the expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm of attorneys (in
addition to any local counsel) at any one time for all such indemnified party or
parties. Each indemnified party, as a condition of the indemnity agreements
contained in Sections 6(a) and 6(b), shall use all reasonable efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party (which
consent shall not be unreasonably withheld), effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

         (d)      Contribution. If the indemnification provided for in Section 6
is unavailable or insufficient to hold harmless an indemnified party under
Section 6(a) or 6(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by LIN TV and the Issuer from the
offering and sale of the Registrable Securities, on the one hand, and a Holder
with respect to the sale by such Holder of Registrable Securities, on the other,
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
LIN TV and the Issuer on the one hand

                                       17



and such Holder on the other with respect to the statements or omissions that
resulted in such loss, claim, damage or liability, or action in respect thereof,
as well as any other relevant equitable considerations. The relative benefits
received by the Issuer and the Guarantors shall be deemed to be equal to the
total net proceeds from the initial placement pursuant to the Purchase Agreement
(before deducting expenses) of the Registrable Securities to which such losses,
claims, damages or liabilities relate. The relative benefits received by any
Holder shall be deemed to be equal to the value of receiving Registrable
Securities that are registered under the Securities Act. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to LIN TV, the Issuer or information supplied
by LIN TV or the Issuer, on the one hand, or to any information included in any
Registration Statement in reliance upon or in conformity with written
information furnished to the Issuer or LIN TV by or on behalf of any Holder
specifically for use therein supplied by such Holder, on the other, the intent
of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this Section 6(d) were to be determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 6(d) shall be deemed to include, for
purposes of this Section 6(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending or
preparing to defend any such action or claim. Notwithstanding the provisions of
this Section 6(d), an indemnifying party that is a Holder of Registrable
Securities shall not be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Securities sold by such
indemnifying party to any purchaser exceeds the amount of any damages which such
indemnifying party has otherwise paid or become liable to pay by reason of any
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

         (e)      The remedies provided for in this Section 6 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
an indemnified party at law or in equity, hereunder, under the Purchase
Agreement or otherwise.

         (f)      The indemnity and contribution provisions contained in this
Section 6 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder, any person controlling any Holder or any Affiliate of any Holder
or by or on behalf of LIN TV or the Issuer, their respective officers or
directors or any person controlling LIN TV or the Issuer and (iii) the sale of
any Registrable Securities by any Holder.

         SECTION 7. Information Requirements. Each of LIN TV and the Issuer
covenants that, if at any time before the end of the Effectiveness Period LIN TV
or the Issuer, as the case may be, is not subject to the reporting requirements
of the Exchange Act, it will cooperate with any Holder and take such further
reasonable action as any Holder may reasonably request in writing (including,
without limitation, making such reasonable representations as any such Holder
may

                                       18



reasonably request), all to the extent required from time to time to enable such
Holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 and Rule 144A
under the Securities Act and customarily taken in connection with sales pursuant
to such exemptions. Upon the written request of any Holder, LIN TV or the
Issuer, as the case may be, shall deliver to such Holder a written statement as
to whether it has complied with such filing requirements, unless such a
statement has been included in LIN TV's or the Issuer's most recent report filed
pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require LIN TV or the
Issuer to register any of its securities (other than the Common Stock) under any
section of the Exchange Act.

         SECTION 8. Miscellaneous.

         (a)      No Conflicting Agreements. The Issuer and each Guarantor
represents, warrants and agrees that (i) it has not entered into, and shall not,
on or after the date of this Agreement, enter into, any agreement that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof, (ii) it has not previously
entered into any agreement which remains in effect granting any registration
rights with respect to any of their debt securities to any person and (iii)
without limiting the generality of the foregoing, without the written consent of
the Holders of a majority of the then outstanding Underlying Common Stock
constituting Registrable Securities (with Holders of Debentures deemed to be the
Holders, for purposes of this Section, of the number of outstanding shares of
Underlying Common Stock into which such Debentures are or would be exchangeable
as of the date on which such consent is requested), it shall not grant to any
person the right to request the Issuer or any Guarantor to register any debt
securities of the Issuer or any such Guarantor under the Securities Act unless
the rights so granted are not in conflict or inconsistent with the provisions of
this Agreement.

         (b)      Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless LIN TV has obtained the written consent of Holders of a
majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Debentures deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Debentures are or would be exchangeable as of the
date on which such consent is requested). Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose securities are being
sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities being sold by such Holders
pursuant to such Registration Statement; provided that the provisions of this
sentence may not be amended, modified or supplemented except in accordance with
the provisions of the immediately preceding sentence.

         (c)      Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, and shall be
deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if
made by telecopier, (iii) one (1) Business Day after

                                       19



being deposited with such courier, if made by overnight courier or (iv) five (5)
Business Days after being deposited in the mail, if made by first-class mail, to
the parties as follows:

                  (i)      if to a Holder, at the most current address given by
         such Holder to the Issuer in a Notice and Questionnaire or any
         amendment thereto;

                  (ii)     if to LIN TV, to:

                           LIN TV Corp.
                           Four Richmond Square, Suite 200
                           Providence, RI 02906
                           Attention: Deborah Jacobson
                           Telecopy No.: (401) 273-8779

                           and

                           LIN Television Corporation
                           Four Richmond Square, Suite 200
                           Providence, RI 02906
                           Attention: Deborah Jacobson
                           Telecopy No.: (401) 273-8779

                  (iii)    if to the Initial Purchasers, to:

                           Deutsche Bank Securities Inc.
                           31 West 52nd Street
                           New York, NY 10019
                           Attention: Elizabeth Chang
                           Telecopy No.: (646) 324-7551

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

         (d)      Approval of Holders. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by LIN TV, the Guarantors or any of their
Affiliates (as such term is defined in Rule 405 under the Securities Act) (other
than the Initial Purchasers or subsequent Holders if such subsequent Holders are
deemed to be such Affiliates solely by reason of their holdings of such
Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.

         (e)      Successors and Assigns. Any person who purchases any
Registrable Securities from the Initial Purchasers shall be deemed, for purposes
of this Agreement, to be an assignee of the Initial Purchasers. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties and shall inure to the benefit of and be binding upon each
Holder of any Registrable Securities, provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Indenture. If any transferee of any
Holder shall acquire Registrable Securities, in

                                       20



any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities, such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement and such person shall be entitled to
receive the benefits hereof.

         (f)      Counterparts. This Agreement may be executed in any number of
counterparts (which may be delivered in original form or by telecopier) and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

         (g)      Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

         (h)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT OF THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         (i)      Severability. The remedies provided herein are cumulative and
not exclusive of any remedies provided by law. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their reasonable best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.

         (j)      Entire Agreement. This Agreement is intended by the parties as
a final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Issuer and the Guarantors with respect to the Registrable
Securities. Except as provided in the Purchase Agreement, there are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein, with respect to the registration rights granted by the
Issuer and the Guarantors with respect to the Registrable Securities. This
Agreement supersedes all prior agreements and undertakings among the parties
with respect to such registration rights. No party hereto shall have any rights,
duties or obligations other than those specifically set forth in this Agreement.
In no event will such methods of distribution take the form of an underwritten
offering of the Registrable Securities without the prior agreement of the Issuer
and the Guarantors.

         (k)      Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for liquidated

                                       21



damages under Section 2(e) hereof to the extent such damages accrue prior to the
end of the Effectiveness Period, each of which shall remain in effect in
accordance with its terms.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                             LIN TV CORP.

                             By: /s/ Denise M. Parent
                                 ----------------------------------------------
                                 Name: Denise M. Parent
                                 Title: Vice President - Deputy General Counsel

                                       22



                             LIN TELEVISION CORPORATION

                             By: /s/ Denise M. Parent
                                 ----------------------------------------------
                                 Name: Denise M. Parent
                                 Title: Vice President - Deputy General Counsel

                                       23



                             AIRWAVES, INC.
                             KXAN, INC.
                             KXTX HOLDINGS, INC.
                             LINBENCO, INC.
                             LIN SPORTS, INC.
                             LIN TELEVISION OF SAN JUAN, INC.
                             LIN TELEVISION OF TEXAS, INC.
                             PRIMELAND TELEVISION, INC.
                             NORTH TEXAS BROADCASTING
                               CORPORATION
                             WNJX-TV, INC.
                             WOOD TELEVISION, INC.
                             WTNH BROADCASTING, INC.
                             TVL BROADCASTING OF ABILENE, INC.
                             TVL BROADCASTING, INC.
                             WEYI TELEVISION, INC.
                              as Guarantors

                             By: /s/ Denise M. Parent
                                 ----------------------------------------------
                                 Name: Denise M. Parent
                                 Title: Vice President - Deputy General Counsel

                                       24



                             TELEVICENTRO OF PUERTO RICO, LLC, as a
                               Guarantor

                             By: LIN Television of San Juan, Inc., its Managing
                                 Member

                             By: /s/ Denise M. Parent
                                 ----------------------------------------------
                                 Name: Denise M. Parent
                                 Title: Vice President - Deputy General Counsel

                                       25



                             INDIANA BROADCASTING, LLC
                             LIN AIRTIME, LLC
                             PROVIDENCE BROADCASTING, LLC
                             WAVY BROADCASTING, LLC
                             WOOD LICENSE CO., LLC
                             WIVB BROADCASTING, LLC
                             WWLP BROADCASTING, LLC
                               as Guarantors

                             By: LIN Television Corporation, its Managing
                                 Member

                             By: /s/ Denise M. Parent
                                 ----------------------------------------------
                                 Name: Denise M. Parent
                                 Title: Vice President - Deputy General Counsel

                                       26



                             LIN TELEVISION OF TEXAS, L.P. as a Guarantor

                             By: LIN Television of Texas, Inc., its General
                                 Partner

                             By: /s/ Denise M. Parent
                                 ----------------------------------------------
                                 Name: Denise M. Parent
                                 Title: Vice President - Deputy General Counsel

                                       27



                             ABILENE BROADCASTING, LLC
                             TVL BROADCASTING OF RHODE ISLAND,
                               LLC
                             WDTN BROADCASTING, LLC
                             WEYI BROADCASTING, LLC
                             WUPW BROADCASTING, LLC
                             as Guarantors

                             By: TVL Broadcasting, Inc., its Managing Member

                             By: /s/ Denise M. Parent
                                 ----------------------------------------------
                                 Name: Denise M. Parent
                                 Title: Vice President - Deputy General Counsel

                                       28



Confirmed and accepted as of
the date first above written:

DEUTSCHE BANK SECURITIES INC.

By: /s/ Gregory R. Paul
    -------------------------------
        Name: Gregory R. Paul
        Title: Managing Director

By: /s/ Thomas Prior
    ----------------------------------------
    Name: Thomas Prior
    Title: Managing Director

For itself and on behalf of the Initial Purchasers.

                                       29

EX-4.6

                                                                     EXHIBIT 4.6

                                    GUARANTEE

                  GUARANTEE, dated as of May 7, 2003, made by LIN TV Corp. (the
"Guarantor") in favor of JPMORGAN CHASE BANK, as Administrative Agent (as
defined below) for the banks and other financial institutions or entities (the
"Lenders") from time to time parties to the Amended and Restated Credit
Agreement, dated as of February 7, 2003 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among LIN HOLDINGS CORP., a
Delaware corporation ("Holdings"), LIN TELEVISION CORPORATION, a Delaware
corporation (the "Borrower"), TELEVICENTRO OF PUERTO RICO, LLC, a Delaware
limited liability company (the "Permitted Borrower"), the Lenders and JPMORGAN
CHASE BANK, as administrative agent (in such capacity, the "Administrative
Agent"), swingline lender and issuing lender.

                              W I T N E S S E T H:

                  WHEREAS, the Borrower desires to issue up to an aggregate of
$350,000,000 in Senior Subordinated Indebtedness (as defined in the Credit
Agreement) consisting of Exchangeable Senior Subordinated Debentures due 2033
(the "Exchangeable Senior Subordinated Notes") and/or Senior Subordinated Notes
due 2013 (the "New Senior Subordinated Notes");

                  WHEREAS, in order to facilitate the successful syndication of
the Exchangeable Senior Subordinated Notes and the New Senior Subordinated Notes
and for the benefit of any existing or future Senior Subordinated Indebtedness
and Senior Unsecured Indebtedness (as defined in the Credit Agreement) issued in
accordance with the terms and conditions contained in the Credit Agreement, the
Borrower desires that the Guarantor be permitted to guarantee the obligations of
the Borrower with respect to Senior Unsecured Indebtedness and Senior
Subordinated Indebtedness, including the Exchangeable Senior Subordinated Notes
and the New Senior Subordinated Notes; and

                  WHEREAS, the Required Lenders (as defined in the Credit
Agreement) and the Administrative Agent have consented (the "Consent") to the
issuance by the Guarantor of guarantees in support of obligations of the
Borrower with respect to Senior Unsecured Indebtedness and Senior Subordinated
Indebtedness, provided that prior to or concurrently with the issuance of any
such guarantees the Guarantor guarantee the Obligations (as defined in the
Credit Agreement);

                  NOW, THEREFORE, the Guarantor hereby agrees with the
Administrative Agent, for the benefit of the Secured Parties (as defined
herein), as follows:



                                   SECTION 1.

                                  DEFINED TERMS

                  1.1.     Definitions. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement, and the following terms shall have the following
meanings:

                  "Borrower Obligations": the collective reference to the unpaid
principal of and interest on (including, without limitation, interest accruing
after the maturity of the Loans and Reimbursement Obligations and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding) the Loans, the Reimbursement Obligations and all other
obligations and liabilities of the Borrower and the Permitted Borrower to the
Administrative Agent, the Swingline Lender, the Issuing Lender or to any Lender
(or, in the case of Interest Rate Protection Agreements, any affiliate of any
Lender), whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, the Credit Agreement, any Notes, any other Loan Documents, the
Letters of Credit, any Interest Rate Protection Agreement entered into with any
counterparty thereto who was a Lender (or any affiliate of any Lender) at the
time such Interest Rate Protection Agreement was entered into or any other
document made, delivered or given in connection therewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all fees, charges and disbursements of
counsel to the Administrative Agent, to the Swingline Lender, to the Issuing
Lender or to any Lender that are required to be paid by the Borrower or the
Permitted Borrower pursuant to the Credit Agreement) or otherwise.

                  "Guarantee": this LIN TV Corp. Guarantee, as the same may be
amended, supplemented, waived or otherwise modified from time to time.

                  "Material Adverse Affect": a material adverse effect on (a)
the business, operations, properties, condition (financial or otherwise) or
prospects of the Guarantor and its Subsidiaries taken as a whole or (b) the
validity or enforceability of this Guarantee or any of the other Loan Documents
or the rights or remedies of the Administrative Agent, the Swingline Lender, the
Issuing Lender or the Lenders hereunder or thereunder.

                   "Secured Parties": (i) the Lenders, (ii) the Administrative
Agent, (iii) the Syndication Agent, (iv) the Co-Documentation Agents, (v) the
Issuing Lender, (vi) each counterparty to an Interest Rate Protection Agreement
entered into with the Borrower or Permitted Borrower if such counterparty was a
Lender at the time the Interest Rate Protection Agreement was entered into,
(vii) the beneficiaries of each indemnification obligation undertaken by any
Grantor under any Loan Document and (viii) the successors and assigns of each of
the foregoing.

                  1.2.     Other Definitional Provisions. (a) The words
"hereof", "herein", "hereto" and "hereunder" and words of similar import when
used in this Guarantee shall refer to this

                                        2



Guarantee as a whole and not to any particular provision of this Guarantee, and
Section and paragraph references are to this Guarantee unless otherwise
specified.

                  (b)      The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                                   SECTION 2.

                                    GUARANTEE

                  2.1.     Guarantee of Borrower Obligations. (a) The Guarantor
hereby, unconditionally and irrevocably, guarantees to the Administrative Agent,
for the ratable benefit of the Secured Parties and their respective successors,
endorsees, transferees and assigns, the prompt and complete payment and
performance by the Borrower and the Permitted Borrower when due (whether at the
stated maturity, by acceleration or otherwise) of the Borrower Obligations.

                  (b)      The Guarantor further agrees to pay any and all
reasonable expenses (including, without limitation, all reasonable fees and
disbursements of counsel) which may be paid or incurred by the Administrative
Agent or any other Lender in enforcing, or obtaining advice of counsel in
respect of, any rights with respect to, or collecting, any or all of the
Borrower Obligations and/or enforcing any rights with respect to, or collecting
against, the Guarantor under this Guarantee.

                  (c)      Anything herein or in any other Loan Document to the
contrary notwithstanding, the maximum liability of the Guarantor under this
subsection 2.1 shall in no event exceed the amount which can be guaranteed by
the Guarantor under applicable federal and state laws relating to the insolvency
of debtors.

                  (d)      The Guarantor agrees that the Borrower Obligations
may at any time and from time to time exceed the amount of the liability of the
Guarantor hereunder without impairing the guarantee contained in this subsection
2.1 or affecting the rights and remedies of the Administrative Agent or any
Lender hereunder.

                  (e)      The Guarantor further agrees that its obligations
with respect to any guarantee which it may issue in support of the Borrower's
obligations under any Senior Subordinated Indebtedness, including the
Exchangeable Senior Subordinated Notes and the New Senior Subordinated Notes,
shall be subordinated to its obligations under this Guarantee and that any
guarantee issued by it with respect to Senior Subordinated Indebtedness shall be
on terms no less favorable to the Secured Parties than the subordination
provisions of the Senior Subordinated Indebtedness to which such guarantee
relates.

                  (f)      The guarantee contained in this subsection 2.1 shall
remain in full force and effect until all the Borrower Obligations and the
obligations of the Guarantor under the guarantee contained in this subsection
2.1 shall have been satisfied by payment in full, no Letter of Credit shall be
outstanding and the Commitments shall be terminated, notwithstanding that

                                        3



from time to time during the term of the Credit Agreement the Borrower and the
Permitted Borrower may be free from any Borrower Obligations.

                  (g)      No payment made by the Borrower, the Permitted
Borrower, any other guarantor or any other Person or received or collected by
the Administrative Agent or any Secured Party from the Borrower, the Permitted
Borrower, any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Borrower Obligations shall be
deemed to modify, reduce, release or otherwise affect the liability of the
Guarantor hereunder which shall, notwithstanding any such payment (other than
any payment made by the Guarantor in respect of the Borrower Obligations or any
payment received or collected from the Guarantor in respect of the Borrower
Obligations), remain liable for the Borrower Obligations up to the maximum
liability of the Guarantor hereunder until, subject to subsection 2.5, the
Borrower Obligations are paid in full, no Letter of Credit shall be outstanding
and the Commitments are terminated.

                  2.2.     No Subrogation. Notwithstanding any payment made by
the Guarantor hereunder or any set-off or application of funds of the Guarantor
by the Administrative Agent or any Secured Parties, the Guarantor shall not be
entitled to be subrogated to any of the rights of the Administrative Agent or
any Secured Party against the Borrower, the Permitted Borrower or any other
guarantor or any collateral security or guarantee or right of offset held by the
Administrative Agent or any Secured Party for the payment of the Borrower
Obligations, nor shall the Guarantor seek or be entitled to seek any
contribution or reimbursement from the Borrower, Permitted Borrower or any other
guarantor in respect of payments made by the Guarantor hereunder, until all
amounts owing to the Administrative Agent and the Secured Parties by the
Borrower and the Permitted Borrower on account of the Borrower Obligations are
paid in full, no Letter of Credit shall be outstanding and the Commitments are
terminated. If any amount shall be paid to the Guarantor on account of such
subrogation rights at any time when all of the Borrower Obligations shall not
have been paid in full, such amount shall be held by the Guarantor in trust for
the Administrative Agent and the Secured Parties, segregated from other funds of
the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned
over to the Administrative Agent in the exact form received by the Guarantor
(duly indorsed by the Guarantor to the Administrative Agent, if required), to be
applied against the Borrower Obligations, whether matured or unmatured, in
accordance with the Credit Agreement.

                  2.3.     Amendments, etc. with respect to the Borrower
Obligations. The Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against the Guarantor and without notice
to or further assent by the Guarantor, any demand for payment of any of the
Borrower Obligations made by the Administrative Agent or any Secured Party may
be rescinded by the Administrative Agent or such Secured Party and any of the
Borrower Obligations continued, and the Borrower Obligations, or the liability
of any other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
Secured Party, and the Credit Agreement and the other Loan Documents and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Administrative

                                        4



Agent (or appropriate Secured Parties, as the case may be, in accordance with
the Credit Agreement) may deem advisable from time to time, and any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any Secured Party for the payment of the Borrower Obligations may be
sold, exchanged, waived, surrendered or released in accordance with the terms of
the Credit Agreement. Neither the Administrative Agent nor any Secured Party
shall have any obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for the Borrower Obligations or any property subject
thereto.

                  2.4.     Guarantee Absolute and Unconditional. The Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Borrower Obligations and notice of or proof of reliance by the
Administrative Agent or any Secured Party upon the guarantee contained in
subsection 2.1 or acceptance of the guarantee contained in subsection 2.1; the
Borrower Obligations, and any of them, shall conclusively be deemed to have been
extended, and the Consent shall have conclusively been deemed to have been made,
in reliance upon the guarantee contained in subsection 2.1; and all dealings
between the Borrower, the Permitted Borrower, the Guarantor and any other
guarantor, on the one hand, and the Administrative Agent and the Secured
Parties, on the other hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon the guarantee contained in subsection 2.1.
The Guarantor waives diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon the Borrower, the Permitted Borrower
or any other guarantor with respect to the Borrower Obligations. The Guarantor
understands and agrees that the guarantee contained in subsection 2.1 shall be
construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity or enforceability of the Credit Agreement,
any other Loan Document, any of the Borrower Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Administrative Agent or any Secured Party,
(b) any defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the
Borrower, the Permitted Borrower, any other guarantor or any other Person
against the Administrative Agent or any Secured Party, other than payment in
full of the Borrower Obligations (except as set forth elsewhere in this
Agreement), or (c) any other circumstance whatsoever (with or without notice to
or knowledge of the Borrower, the Permitted Borrower or the Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower, the Permitted Borrower or any other guarantor for the
Borrower Obligations, or of the Guarantor under the guarantee contained in
subsection 2.1, in bankruptcy or in any other instance (other than a defense of
payment or performance). When making any demand hereunder or otherwise pursuing
its rights and remedies hereunder against the Guarantor, the Administrative
Agent or any Secured Party may, but shall be under no obligation to, make a
similar demand on or otherwise pursue such rights and remedies as it may have
against the Borrower, the Permitted Borrower, any other guarantor or any other
Person or against any collateral security or guarantee for the Borrower
Obligations or any right of offset with respect thereto, and any failure by the
Administrative Agent or any Secured Party to make any such demand, to pursue
such other rights or remedies or to collect any payments from the Borrower, the
Permitted Borrower, any other guarantor or any other Person or to realize upon
any such collateral security or guarantee or to exercise any such right of
offset, or any release of the Borrower, the Permitted Borrower, any other
guarantor or any other Person or any such collateral security, guarantee or
right of offset, shall not relieve the Guarantor of any obligation

                                        5



or liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Administrative
Agent or any Secured Party against the Guarantor. For the purposes hereof
"demand" shall include the commencement and continuance of any legal
proceedings.

                  2.5.     Reinstatement. This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Borrower Obligations is rescinded or must otherwise
be restored or returned by the Administrative Agent or any Secured Party upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower or any other guarantor or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or any other guarantor or any substantial part of its property, or
otherwise, all as though such payments had not been made.

                  2.6.     Payments. The Guarantor hereby guarantees that
payments hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the office of the Administrative Agent located at
1111 Fannin, 10th Floor, Houston, Texas 77002.

                                   SECTION 3.

                         REPRESENTATIONS AND WARRANTIES

                  3.1.     Representatives and Warranties. (a) The Guarantor (i)
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (ii) has the corporate or other organizational
power and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged, (iii) is duly qualified as a foreign corporation or other
entity and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification, except to the extent that the failure to so qualify
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect and (iv) is in compliance with all Requirements of Law except to the
extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                  (b)      The Guarantor has the corporate or other
organizational power and authority, and the legal right, to make, deliver and
perform this Guarantee and has taken all necessary corporate or other
organizational action to authorize the execution, delivery and performance of
this Guarantee. No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required in connection with the execution, delivery, performance, validity or
enforceability of this Guarantee. This Guarantee has been duly executed and
delivered on behalf of the Guarantor. This Guarantee constitutes a legal, valid
and binding obligation of the Guarantor enforceable against the Guarantor in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

                                        6



                  (c)      The execution, delivery and performance of this
Guarantee will not violate any Requirement of Law or material Contractual
Obligation of the Guarantor or of any of its Subsidiaries and will not result
in, or require, the creation or imposition of any Lien on any of its or their
respective properties or revenues pursuant to any such Requirement of Law or
material Contractual Obligation (other than pursuant to this Guarantee).

                  (d)      No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the knowledge
of the Guarantor, threatened by or against the Guarantor or any of its
Subsidiaries or against any of its or their respective properties or revenues
(x) with respect to any of the Loan Documents or any of the transactions
contemplated hereby or thereby, or (y) which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect.

                                   SECTION 4.

                                  MISCELLANEOUS

                  4.1.     Amendments in Writing. Subject to the terms of the
Credit Agreement, the terms or provisions of this Guarantee may be waived,
amended, supplemented or otherwise modified by a written instrument executed by
the Guarantor and the Administrative Agent.

                  4.2.     Notices. All notices, requests and demands under this
Guarantee shall be given in accordance with subsection 10.2 of the Credit
Agreement. Any notice, request or demand to be given to the Guarantor shall be
given in care of ("c/o") the Borrower at the Borrower's address or transmission
number specified in or pursuant to such subsection 10.2 of the Credit Agreement.

                  4.3.     Further Assurances. The Guarantor hereby covenants
and agrees with the Administrative Agent and the other Secured Parties that,
from and after the date of this Guarantee until payment in full of the Borrower
Obligations then due and owing and the termination of the Revolving Credit
Commitments (or the earlier termination of this Guarantee in accordance with
subsection 2.1 hereof), at any time and from time to time, upon the written
request of the Administrative Agent, and at the sole expense of the Guarantor,
the Guarantor will promptly and duly execute and deliver such further
instruments and documents and take such further actions as the Administrative
Agent may reasonably request for the purposes of obtaining or preserving the
full benefits of this Guarantee and of the rights herein granted.

                  4.4.     No Waiver by Course of Conduct; Cumulative Remedies.
Neither the Administrative Agent nor any Secured Party shall by any act (except
by a written instrument pursuant to Section 4.1), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default. No failure to exercise, nor any
delay in exercising, on the part of the Administrative Agent or any Secured
Party, any right, power or privilege hereunder or under any Loan Document shall
operate as a waiver thereof. No single or partial exercise of any right, power
or privilege hereunder or under any Loan Document shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the Administrative Agent or any Secured Party of any right or remedy
hereunder or under any Loan Document on any one occasion shall not be

                                        7



construed as a bar to any right or remedy which the Administrative Agent or such
Secured Party would otherwise have on any future occasion. The rights and
remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any other rights or remedies provided by law.

                  4.5.     Counterparts. This Guarantee may be executed on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. A set of the
counterparts of this Guarantee shall be lodged with the Administrative Agent.

                  4.6.     Enforcement Expenses, Indemnification. (a) The
Guarantor agrees to pay or reimburse each Secured Party and the Administrative
Agent for all its costs and expenses incurred in collecting against the
Guarantor under the guarantee contained in subsection 2, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.

                  (b)      The Guarantor agrees to pay, and to save the
Administrative Agent and the Secured Parties harmless from any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Guarantee to the same extent the Borrower would be required to do so pursuant to
subsection 9.7 of the Credit Agreement.

                  (c)      The agreements in this subsection 4.6 shall survive
repayment of the Borrower Obligations and all other amounts payable under the
Credit Agreement and the other Loan Documents.

                  4.7.     Set-Off. In addition to any rights and remedies of
the Administrative Agent and the Secured Parties provided by law, the
Administrative Agent and each Secured Party shall have the right, without prior
notice to the Guarantor, any such notice being expressly waived by the Guarantor
to the extent permitted by applicable law, upon any amount becoming due and
payable by the Guarantor hereunder (whether at the stated maturity, by
acceleration or otherwise) to set off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Secured Party or any
branch or agency thereof to or for the credit or the account of the Guarantor.
The Administrative Agent and each Secured Party agrees promptly to notify the
Guarantor and (if applicable) the Administrative Agent after any such set off
and application made by the Administrative Agent or such Secured Party, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.

                  4.8.     Severability. Any provision of this Guarantee which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                                        8



                  4.9.     Integration. This Guarantee represents the entire
agreement of the Guarantor and the Administrative Agent with respect to the
subject matter hereof and there are no promises or representations by the
Guarantor, the Administrative Agent or any other Secured Party relative to the
subject matter hereof not reflected or referred to herein.

                  4.10.    Successors and Assigns. This Guarantee shall be
binding upon the successors and assigns of the Guarantor and shall inure to the
benefit of the Administrative Agent and the Secured Parties and their successors
and assigns; provided that the Guarantor may not assign, transfer or delegate
any of its rights or obligations under this Guarantee without the prior written
consent of the Administrative Agent.

                  4.11.    GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                  4.12.    Submission To Jurisdiction; Waivers. The Guarantor
hereby irrevocably and unconditionally:

                  (a)      submits for itself and its property in any legal
action or proceeding relating to this Guarantee or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the Courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and appellate courts
from any thereof;

                  (b)      consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or that
such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;

                  (c)      agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the
Guarantor at its address referred to in subsection 4.2 or at such other address
of which the Administrative Agent shall have been notified pursuant thereto;

                  (d)      agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and

                  (e)      waives, to the maximum extent not prohibited by law,
any right it may have to claim or recover in any legal action or proceeding
referred to in this subsection 4.12(e) any special, exemplary, punitive or
consequential damages.

                  4.13.    Acknowledgments. The Guarantor hereby acknowledges
that:

                  (a)      it has been advised by counsel in the negotiation,
execution and delivery of this Guarantee;

                  (b)      neither the Administrative Agent nor any Secured
Party has any fiduciary relationship with or duty to the Guarantor arising out
of or in connection with this Guarantee or

                                        9



any of the other Loan Documents and the relationship between Administrative
Agent and Secured Parties, on one hand, and the Guarantor, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and

                  (c)      no joint venture is created hereby or by the other
Loan Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Secured Parties or among the Guarantor and the Secured Parties.

                  4.14.    WAIVERS OF JURY TRIAL. THE GUARANTOR AND THE
ADMINISTRATIVE AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY
COUNTERCLAIM THEREIN.

                  4.15.    Section Headings. The Section headings used in this
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

                  4.16.    Releases. At such time as the Loans, the
Reimbursement Obligations and the other Obligations shall have been paid in
full, the Commitments have been terminated and no Letters of Credit shall be
outstanding, this Guarantee and all obligations (other than those expressly
stated to survive such termination) of the Guarantor hereunder shall terminate,
all without delivery of any instrument or performance of any act by any party.

                                       10



                  IN WITNESS WHEREOF, the undersigned has caused this Guarantee
to be duly executed and delivered as of the day first above written.

                                         LIN TV CORP.

                                         By: /s/ Deborah R. Jacobson
                                         Name: Deborah R. Jacobson
                                         Title: Vice President Corporate
                                                Development and Treasurer

ACKNOWLEDGED AND AGREED AS
OF THE DATE HEREOF BY:

JPMORGAN CHASE BANK, as Administrative Agent

By:___________________________
   Title:

                                       11

EX-31.1

                                                                    Exhibit 31.1

                                 CERTIFICATIONS

I, Gary R. Chapman, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of LIN TV
                  Corp.;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

                           a)       Designed such disclosure controls and
                                    procedures, or caused such disclosure
                                    controls and procedures to be designed under
                                    our supervision, to ensure that material
                                    information relating to the registrant,
                                    including its consolidated subsidiaries, is
                                    made known to us by others within those
                                    entities, particularly during the period in
                                    which this report is being prepared;

                           b)       [Paragraph omitted in accordance with SEC
                                    transition instructions contained in SEC
                                    Release 34-47986]

                           c)       Evaluated the effectiveness of the
                                    registrant's disclosure controls and
                                    procedures and presented in this report our
                                    conclusions about the effectiveness of the
                                    disclosure controls and procedures, as of
                                    the end of the period covered by this report
                                    based on such evaluation; and

                           d)       Disclosed in this report any change in the
                                    registrant's internal control over financial
                                    reporting that occurred during the
                                    registrant's most recent fiscal quarter (the
                                    registrant's fourth fiscal quarter in the
                                    case of an annual report) that has
                                    materially affected, or is reasonably likely
                                    to materially affect, the registrant's
                                    internal control over financial reporting;
                                    and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                           a)       All significant deficiencies and material
                                    weaknesses in the design or operation of
                                    internal control over financial reporting
                                    which are reasonably likely to adversely
                                    affect the registrant's ability to record,
                                    process, summarize and report financial
                                    information; and

                           b)       Any fraud, whether or not material, that
                                    involves management or other employees who
                                    have a significant role in the registrant's
                                    internal control over financial reporting.

                                            /s/ Gary R. Chapman
                                         ---------------------------------
Dated: August 5, 2003                    Gary R. Chapman
                                         Chief Executive Officer

EX-31.2

                                                                    Exhibit 31.2

                                 CERTIFICATIONS

I, William A. Cunningham, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of LIN TV
                  Corp.;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

                           a)       Designed such disclosure controls and
                                    procedures, or caused such disclosure
                                    controls and procedures to be designed under
                                    our supervision, to ensure that material
                                    information relating to the registrant,
                                    including its consolidated subsidiaries, is
                                    made known to us by others within those
                                    entities, particularly during the period in
                                    which this report is being prepared;

                           b)       [Paragraph omitted in accordance with SEC
                                    transition instructions contained in SEC
                                    Release 34-47986]

                           c)       Evaluated the effectiveness of the
                                    registrant's disclosure controls and
                                    procedures and presented in this report our
                                    conclusions about the effectiveness of the
                                    disclosure controls and procedures, as of
                                    the end of the period covered by this report
                                    based on such evaluation; and

                           d)       Disclosed in this report any change in the
                                    registrant's internal control over financial
                                    reporting that occurred during the
                                    registrant's most recent fiscal quarter (the
                                    registrant's fourth fiscal quarter in the
                                    case of an annual report) that has
                                    materially affected, or is reasonably likely
                                    to materially affect, the registrant's
                                    internal control over financial reporting;
                                    and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                           a)       All significant deficiencies and material
                                    weaknesses in the design or operation of
                                    internal control over financial reporting
                                    which are reasonably likely to adversely
                                    affect the registrant's ability to record,
                                    process, summarize and report financial
                                    information; and

                           b)       Any fraud, whether or not material, that
                                    involves management or other employees who
                                    have a significant role in the registrant's
                                    internal control over financial reporting.

                                               /s/ William A. Cunningham
                                            -------------------------------
Dated: August 5, 2003                       William A. Cunningham
                                            Vice President and Controller

EX-31.3

                                                                    Exhibit 31.3

                                 CERTIFICATIONS

I, Deborah R. Jacobson, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of LIN TV
                  Corp.;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

                           a)       Designed such disclosure controls and
                                    procedures, or caused such disclosure
                                    controls and procedures to be designed under
                                    our supervision, to ensure that material
                                    information relating to the registrant,
                                    including its consolidated subsidiaries, is
                                    made known to us by others within those
                                    entities, particularly during the period in
                                    which this report is being prepared;

                           b)       [Paragraph omitted in accordance with SEC
                                    transition instructions contained in SEC
                                    Release 34-47986]

                           c)       Evaluated the effectiveness of the
                                    registrant's disclosure controls and
                                    procedures and presented in this report our
                                    conclusions about the effectiveness of the
                                    disclosure controls and procedures, as of
                                    the end of the period covered by this report
                                    based on such evaluation; and

                           d)       Disclosed in this report any change in the
                                    registrant's internal control over financial
                                    reporting that occurred during the
                                    registrant's most recent fiscal quarter (the
                                    registrant's fourth fiscal quarter in the
                                    case of an annual report) that has
                                    materially affected, or is reasonably likely
                                    to materially affect, the registrant's
                                    internal control over financial reporting;
                                    and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                           a)       All significant deficiencies and material
                                    weaknesses in the design or operation of
                                    internal control over financial reporting
                                    which are reasonably likely to adversely
                                    affect the registrant's ability to record,
                                    process, summarize and report financial
                                    information; and

                           b)       Any fraud, whether or not material, that
                                    involves management or other employees who
                                    have a significant role in the registrant's
                                    internal control over financial reporting.

                                       /s/ Deborah R. Jacobson
                                    ---------------------------------
Dated: August 5, 2003               Deborah R. Jacobson
                                    Vice President of Corporate Development and
                                    and Treasurer

EX-31.4

                                                                    Exhibit 31.4

                                 CERTIFICATIONS

I, Peter E. Maloney, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of LIN TV
                  Corp.;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

                           a)       Designed such disclosure controls and
                                    procedures, or caused such disclosure
                                    controls and procedures to be designed under
                                    our supervision, to ensure that material
                                    information relating to the registrant,
                                    including its consolidated subsidiaries, is
                                    made known to us by others within those
                                    entities, particularly during the period in
                                    which this report is being prepared;

                           b)       [Paragraph omitted in accordance with SEC
                                    transition instructions contained in SEC
                                    Release 34-47986]

                           c)       Evaluated the effectiveness of the
                                    registrant's disclosure controls and
                                    procedures and presented in this report our
                                    conclusions about the effectiveness of the
                                    disclosure controls and procedures, as of
                                    the end of the period covered by this report
                                    based on such evaluation; and

                           d)       Disclosed in this report any change in the
                                    registrant's internal control over financial
                                    reporting that occurred during the
                                    registrant's most recent fiscal quarter (the
                                    registrant's fourth fiscal quarter in the
                                    case of an annual report) that has
                                    materially affected, or is reasonably likely
                                    to materially affect, the registrant's
                                    internal control over financial reporting;
                                    and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                           a)       All significant deficiencies and material
                                    weaknesses in the design or operation of
                                    internal control over financial reporting
                                    which are reasonably likely to adversely
                                    affect the registrant's ability to record,
                                    process, summarize and report financial
                                    information; and

                           b)       Any fraud, whether or not material, that
                                    involves management or other employees who
                                    have a significant role in the registrant's
                                    internal control over financial reporting.

                                        /s/ Peter E. Maloney
                                     ----------------------------------------
Dated: August 5, 2003                Peter E. Maloney
                                     Vice President of Finance

EX-31.5

                                                                    Exhibit 31.5

                                 CERTIFICATIONS

I, Gary R. Chapman, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of LIN
                  Television Corporation;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

                           a)       Designed such disclosure controls and
                                    procedures, or caused such disclosure
                                    controls and procedures to be designed under
                                    our supervision, to ensure that material
                                    information relating to the registrant,
                                    including its consolidated subsidiaries, is
                                    made known to us by others within those
                                    entities, particularly during the period in
                                    which this report is being prepared;

                           b)       [Paragraph omitted in accordance with SEC
                                    transition instructions contained in SEC
                                    Release 34-47986]

                           c)       Evaluated the effectiveness of the
                                    registrant's disclosure controls and
                                    procedures and presented in this report our
                                    conclusions about the effectiveness of the
                                    disclosure controls and procedures, as of
                                    the end of the period covered by this report
                                    based on such evaluation; and

                           d)       Disclosed in this report any change in the
                                    registrant's internal control over financial
                                    reporting that occurred during the
                                    registrant's most recent fiscal quarter (the
                                    registrant's fourth fiscal quarter in the
                                    case of an annual report) that has
                                    materially affected, or is reasonably likely
                                    to materially affect, the registrant's
                                    internal control over financial reporting;
                                    and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                           a)       All significant deficiencies and material
                                    weaknesses in the design or operation of
                                    internal control over financial reporting
                                    which are reasonably likely to adversely
                                    affect the registrant's ability to record,
                                    process, summarize and report financial
                                    information; and

                           b)       Any fraud, whether or not material, that
                                    involves management or other employees who
                                    have a significant role in the registrant's
                                    internal control over financial reporting.

                                         /s/ Gary R. Chapman
                                      --------------------------------
Dated: August 5, 2003                 Gary R. Chapman
                                      Chief Executive Officer

EX-31.6

                                                                    Exhibit 31.6

                                 CERTIFICATIONS

I, William A. Cunningham, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of LIN
                  Television Corporation;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

                           a)       Designed such disclosure controls and
                                    procedures, or caused such disclosure
                                    controls and procedures to be designed under
                                    our supervision, to ensure that material
                                    information relating to the registrant,
                                    including its consolidated subsidiaries, is
                                    made known to us by others within those
                                    entities, particularly during the period in
                                    which this report is being prepared;

                           b)       [Paragraph omitted in accordance with SEC
                                    transition instructions contained in SEC
                                    Release 34-47986]

                           c)       Evaluated the effectiveness of the
                                    registrant's disclosure controls and
                                    procedures and presented in this report our
                                    conclusions about the effectiveness of the
                                    disclosure controls and procedures, as of
                                    the end of the period covered by this report
                                    based on such evaluation; and

                           d)       Disclosed in this report any change in the
                                    registrant's internal control over financial
                                    reporting that occurred during the
                                    registrant's most recent fiscal quarter (the
                                    registrant's fourth fiscal quarter in the
                                    case of an annual report) that has
                                    materially affected, or is reasonably likely
                                    to materially affect, the registrant's
                                    internal control over financial reporting;
                                    and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                           a)       All significant deficiencies and material
                                    weaknesses in the design or operation of
                                    internal control over financial reporting
                                    which are reasonably likely to adversely
                                    affect the registrant's ability to record,
                                    process, summarize and report financial
                                    information; and

                           b)       Any fraud, whether or not material, that
                                    involves management or other employees who
                                    have a significant role in the registrant's
                                    internal control over financial reporting.

                                            /s/ William A. Cunningham
                                         ------------------------------------
Dated: August 5, 2003                    William A. Cunningham
                                         Vice President and Controller

EX-31.7

                                                                    Exhibit 31.7

                                 CERTIFICATIONS

I, Deborah R. Jacobson, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of LIN
                  Television Corporation:

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

                           a)       Designed such disclosure controls and
                                    procedures, or caused such disclosure
                                    controls and procedures to be designed under
                                    our supervision, to ensure that material
                                    information relating to the registrant,
                                    including its consolidated subsidiaries, is
                                    made known to us by others within those
                                    entities, particularly during the period in
                                    which this report is being prepared;

                           b)       [Paragraph omitted in accordance with SEC
                                    transition instructions contained in SEC
                                    Release 34-47986]

                           c)       Evaluated the effectiveness of the
                                    registrant's disclosure controls and
                                    procedures and presented in this report our
                                    conclusions about the effectiveness of the
                                    disclosure controls and procedures, as of
                                    the end of the period covered by this report
                                    based on such evaluation; and

                           d)       Disclosed in this report any change in the
                                    registrant's internal control over financial
                                    reporting that occurred during the
                                    registrant's most recent fiscal quarter (the
                                    registrant's fourth fiscal quarter in the
                                    case of an annual report) that has
                                    materially affected, or is reasonably likely
                                    to materially affect, the registrant's
                                    internal control over financial reporting;
                                    and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                           a)       All significant deficiencies and material
                                    weaknesses in the design or operation of
                                    internal control over financial reporting
                                    which are reasonably likely to adversely
                                    affect the registrant's ability to record,
                                    process, summarize and report financial
                                    information; and

                           b)       Any fraud, whether or not material, that
                                    involves management or other employees who
                                    have a significant role in the registrant's
                                    internal control over financial reporting.

                                        /s/ Deborah R. Jacobson
                                     ---------------------------------
Dated: August 5, 2003                Deborah R. Jacobson
                                     Vice President of Corporate Development and
                                     and Treasurer

EX-31.8

                                                                    Exhibit 31.8

                                 CERTIFICATIONS

I, Peter E. Maloney, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of LIN
                  Television Corporation;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

                           a)       Designed such disclosure controls and
                                    procedures, or caused such disclosure
                                    controls and procedures to be designed under
                                    our supervision, to ensure that material
                                    information relating to the registrant,
                                    including its consolidated subsidiaries, is
                                    made known to us by others within those
                                    entities, particularly during the period in
                                    which this report is being prepared;

                           b)       [Paragraph omitted in accordance with SEC
                                    transition instructions contained in SEC
                                    Release 34-47986]

                           c)       Evaluated the effectiveness of the
                                    registrant's disclosure controls and
                                    procedures and presented in this report our
                                    conclusions about the effectiveness of the
                                    disclosure controls and procedures, as of
                                    the end of the period covered by this report
                                    based on such evaluation; and

                           d)       Disclosed in this report any change in the
                                    registrant's internal control over financial
                                    reporting that occurred during the
                                    registrant's most recent fiscal quarter (the
                                    registrant's fourth fiscal quarter in the
                                    case of an annual report) that has
                                    materially affected, or is reasonably likely
                                    to materially affect, the registrant's
                                    internal control over financial reporting;
                                    and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                           a)       All significant deficiencies and material
                                    weaknesses in the design or operation of
                                    internal control over financial reporting
                                    which are reasonably likely to adversely
                                    affect the registrant's ability to record,
                                    process, summarize and report financial
                                    information; and

                           b)       Any fraud, whether or not material, that
                                    involves management or other employees who
                                    have a significant role in the registrant's
                                    internal control over financial reporting.

                                         /s/ Peter E. Maloney
                                      -----------------------------------
Dated: August 5, 2003                 Peter E. Maloney
                                      Vice President of Finance

EX-32.0

                                                                    Exhibit 32.0

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

                  In connection with the Quarterly Report on Form 10-Q of LIN TV
Corp. for the quarter ended June 30, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), the undersigned, Gary R.
Chapman, Chief Executive Officer of the Company, William A. Cunningham, Vice
President and Controller, Deborah R. Jacobson, Vice President of Corporate
Development and Treasurer, and Peter E. Maloney, Vice President of Finance, each
hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

                  (1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

                  (2) The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of
the Company.

         Dated: August 5, 2003   /s/ Gary R. Chapman
                                 -------------------------------------------
                                 Gary R. Chapman
                                 Chief Executive Officer

         Dated: August 5, 2003   /s/ William A. Cunningham
                                 -------------------------------------------
                                 William A. Cunningham
                                 Vice President and Controller

         Dated: August 5, 2003    /s/ Deborah R. Jacobson
                                 ------------------------------------------
                                 Deborah R. Jacobson
                                 Vice President of Corporate Development and
                                 Treasurer

         Dated: August 5, 2003   /s/ Peter E. Maloney
                                 ------------------------------------------
                                 Peter E. Maloney
                                 Vice President of Finance

EX-32.1

                                                                    Exhibit 32.1

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

                  In connection with the Quarterly Report on Form 10-Q of LIN
Television Corporation for the quarter ended June 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, Gary R. Chapman, Chief Executive Officer of the Company, William A.
Cunningham, Vice President and Controller, Deborah R. Jacobson, Vice President
of Corporate Development and Treasurer, and Peter E. Maloney, Vice President of
Finance, each hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

                  (1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

                  (2) The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of
the Company.

         Dated: August 5, 2003   /s/ Gary R. Chapman
                                 ------------------------------------------
                                 Gary R. Chapman
                                 Chief Executive Officer

         Dated: August 5, 2003   /s/ William A. Cunningham
                                 -----------------------------------------
                                 William A. Cunningham
                                 Vice President and Controller

         Dated: August 5, 2003   /s/ Deborah R. Jacobson
                                 --------------------------------------------
                                 Deborah R. Jacobson
                                 Vice President of Corporate Development and
                                 Treasurer

         Dated: August 5, 2003   /s/ Peter E. Maloney
                                 --------------------------------------------
                                 Peter E. Maloney
                                 Vice President of Finance

EX-99.1

                                                                    EXHIBIT 99.1

                  AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT

This Amendment to Severance Compensation Agreement ("Amendment") is entered into
as of this 1st day of October 1999, and effective as of March 3, 1998 between
LIN Television Corporation, a Delaware Corporation (the "Company") and GARY R.
CHAPMAN (the "Executive").

WHEREAS the Company and the Executive are parties to that certain Severance
Compensation Agreement, dated as of September 5, 1996 (the "Agreement");

WHEREAS the Company believes that it is in its best interest to reinforce and
encourage Executive's continued disinterested attention and undistracted
dedication in the potentially disturbing circumstances of a change in control of
the Company, by extending the term of the Agreement as provided for herein;

WHEREAS the parties desire to amend the Agreement upon the terms contained
herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained - herein, the Company and the Executive agree as follows:

1.       Capitalized terms not otherwise defined herein shall have meaning
ascribed to them in the Agreement. The following terms used herein shall be
defined as follows:

Affiliate: shall mean, as to any Person, a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person.

Person or Persons: shall mean any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a trust or other entity.

Board of Directors: shall mean the Board of Directors of the Company.

Continuing Directors: shall mean, any Person who (i) was a member of the Board
of Directors of the Company on October 1, 1999 (ii) is thereafter nominated for
election or elected to the Board of Directors of the Company with the
affirmative vote of a majority of the Continuing Directors who are members of
such Board of Directors at the time of such nomination or election or (iii) is a
Director and also a member of the Shareholder Group.

Shareholder Group: shall mean Hicks, Muse, Tate and Furst Incorporated, its
Affiliates and their respective employees, officers and directors.



2.       The first sentence of Paragraph 2 shall be deleted in its entirety and
replaced with the following: "Executive will be entitled to severance
compensation as set forth in section 3 of ("Severance Compensation") in the
event Executive's employment is terminated within the "Extension Period" (as
defined below) (a) by the Company without cause, or (b) by Executive within 90
days after Executive has knowledge of the occurrence of an event constituting
Good Reason. The Extension Period shall be defined as that certain period of
time commencing on the date first above-written and terminating on the date that
is two (2) years following a "Hicks Muse Change in Control" (as defined below).

A Hicks Muse change in control shall mean the first to occur of any 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 a group of related Persons for the purpose of Section
13(d) of the Exchange Act, other than one or more members of the Shareholder
Group;

(ii)     a majority of the Board of Directors of the Company shall consist of
Persons who are not Continuing Directors; or

(iii)    the acquisition by any Person or Persons (other than one or more
members of the Shareholder Group) 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.

3.       The definition for "Change in Control" contained in Paragraph 1(b) of
the Agreement shall be deleted and replaced with the definition of the "Hicks
Muse Change in Control" set forth above. All references to "Change in Control"
in the Agreement shall mean and refer to a "Hicks Muse Change in Control".

4.       "1994 Stock Incentive Plan and the 1994 Stock Adjustment Plan" shall be
deleted from Paragraph 3(a)(iii) of the Agreement and replaced with "Ranger
Equity Holdings Corporation stock plans (1998 Stock Option Plan, the 1998
Substitute Stock Option Plan and the 1998 Phantom Stock Plan)".

5.       Paragraph 3(b) of the Agreement shall be deleted in its entirety and be
replaced with the following: "If the Severance Compensation under this Section
3, either alone or together with other payments to the Executive from the
Company, would constitute an "excess parachute payment" (as defined in Section
280G of the Code), such Severance Compensation shall be increased by a payment
sufficient to restore the Executive to the same after-tax position the Executive
would have been in if the excise tax had not been imposed.

6.       Except as otherwise specifically amended hereby, the Agreement remains
in full force and effect, without other amendment.

EX-99.2

                                                                    EXHIBIT 99.2

                  AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT

This Amendment to Severance Compensation Agreement ("Amendment") is entered into
as of this 1st day of October 1999, and effective as of March 3, 1998 between
LIN Television Corporation, a Delaware Corporation (the "Company") and PAUL
KARPOWICZ (the "Executive").

WHEREAS the Company and the Executive are parties to that certain Severance
Compensation Agreement, dated as of September 5, 1996 (the "Agreement");

WHEREAS the Company believes that it is in its best interest to reinforce and
encourage Executive's continued disinterested attention and undistracted
dedication in the potentially disturbing circumstances of a change in control of
the Company, by extending the term of the Agreement as provided for herein;

WHEREAS the parties desire to amend the Agreement upon the terms contained
herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained - herein, the Company and the Executive agree as follows:

1.       Capitalized terms not otherwise defined herein shall have meaning
ascribed to them in the Agreement. The following terms used herein shall be
defined as follows:

Affiliate: shall mean, as to any Person, a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person.

Person or Persons: shall mean any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a trust or other entity.

Board of Directors: shall mean the Board of Directors of the Company.

Continuing Directors: shall mean, any Person who (i) was a member of the Board
of Directors of the Company on October 1, 1999 (ii) is thereafter nominated for
election or elected to the Board of Directors of the Company with the
affirmative vote of a majority of the Continuing Directors who are members of
such Board of Directors at the time of such nomination or election or (iii) is a
Director and also a member of the Shareholder Group.

Shareholder Group: shall mean Hicks, Muse, Tate and Furst Incorporated, its
Affiliates and their respective employees, officers and directors.



2.       The first sentence of Paragraph 2 shall be deleted in its entirety and
replaced with the following: "Executive will be entitled to severance
compensation as set forth in section 3 of ("Severance Compensation") in the
event Executive's employment is terminated within the "Extension Period" (as
defined below) (a) by the Company without cause, or (b) by Executive within 90
days after Executive has knowledge of the occurrence of an event constituting
Good Reason. The Extension Period shall be defined as that certain period of
time commencing on the date first above-written and terminating on the date that
is two (2) years following a "Hicks Muse Change in Control" (as defined below).

A Hicks Muse change in control shall mean the first to occur of any 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 a group of related Persons for the purpose of Section
13(d) of the Exchange Act, other than one or more members of the Shareholder
Group;

(ii)     a majority of the Board of Directors of the Company shall consist of
Persons who are not Continuing Directors; or

(iii)    the acquisition by any Person or Persons (other than one or more
members of the Shareholder Group) 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.

3.       The definition for "Change in Control" contained in Paragraph 1(b) of
the Agreement shall be deleted and replaced with the definition of the "Hicks
Muse Change in Control" set forth above. All references to "Change in Control"
in the Agreement shall mean and refer to a "Hicks Muse Change in Control".

4.       "1994 Stock Incentive Plan and the 1994 Stock Adjustment Plan" shall be
deleted from Paragraph 3(a)(iii) of the Agreement and replaced with "Ranger
Equity Holdings Corporation stock plans (1998 Stock Option Plan, the 1998
Substitute Stock Option Plan and the 1998 Phantom Stock Plan)".

5.       Paragraph 3(b) of the Agreement shall be deleted in its entirety and be
replaced with the following: "If the Severance Compensation under this Section
3, either alone or together with other payments to the Executive from the
Company, would constitute an "excess parachute payment" (as defined in Section
280G of the Code), such Severance Compensation shall be increased by a payment
sufficient to restore the Executive to the same after-tax position the Executive
would have been in if the excise tax had not been imposed.

6.       Except as otherwise specifically amended hereby, the Agreement remains
in full force and effect, without other amendment.

EX-99.3

                                                                    EXHIBIT 99.3

                  AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT

This Amendment to Severance Compensation Agreement ("Amendment") is entered into
as of this 1st day of October 1999, and effective as of March 3, 1998 between
LIN Television Corporation, a Delaware Corporation (the "Company") and PETER
MALONEY (the "Executive").

WHEREAS the Company and the Executive are parties to that certain Severance
Compensation Agreement, dated as of September 5, 1996 (the "Agreement");

WHEREAS the Company believes that it is in its best interest to reinforce and
encourage Executive's continued disinterested attention and undistracted
dedication in the potentially disturbing circumstances of a change in control of
the Company, by extending the term of the Agreement as provided for herein;

WHEREAS the parties desire to amend the Agreement upon the terms contained
herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained - herein, the Company and the Executive agree as follows:

1.       Capitalized terms not otherwise defined herein shall have meaning
ascribed to them in the Agreement. The following terms used herein shall be
defined as follows:

Affiliate: shall mean, as to any Person, a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person.

Person or Persons: shall mean any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a trust or other entity.

Board of Directors: shall mean the Board of Directors of the Company.

Continuing Directors: shall mean, any Person who (i) was a member of the Board
of Directors of the Company on October 1, 1999 (ii) is thereafter nominated for
election or elected to the Board of Directors of the Company with the
affirmative vote of a majority of the Continuing Directors who are members of
such Board of Directors at the time of such nomination or election or (iii) is a
Director and also a member of the Shareholder Group.

Shareholder Group: shall mean Hicks, Muse, Tate and Furst Incorporated, its
Affiliates and their respective employees, officers and directors.



2.       The first sentence of Paragraph 2 shall be deleted in its entirety and
replaced with the following: "Executive will be entitled to severance
compensation as set forth in section 3 of ("Severance Compensation") in the
event Executive's employment is terminated within the "Extension Period" (as
defined below) (a) by the Company without cause, or (b) by Executive within 90
days after Executive has knowledge of the occurrence of an event constituting
Good Reason. The Extension Period shall be defined as that certain period of
time commencing on the date first above-written and terminating on the date that
is two (2) years following a "Hicks Muse Change in Control" (as defined below).

A Hicks Muse change in control shall mean the first to occur of any 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 a group of related Persons for the purpose of Section
13(d) of the Exchange Act, other than one or more members of the Shareholder
Group;

(ii)     a majority of the Board of Directors of the Company shall consist of
Persons who are not Continuing Directors; or

(iii)    the acquisition by any Person or Persons (other than one or more
members of the Shareholder Group) 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.

3.       The definition for "Change in Control" contained in Paragraph 1(b) of
the Agreement shall be deleted and replaced with the definition of the "Hicks
Muse Change in Control" set forth above. All references to "Change in Control"
in the Agreement shall mean and refer to a "Hicks Muse Change in Control".

4.       "1994 Stock Incentive Plan and the 1994 Stock Adjustment Plan" shall be
deleted from Paragraph 3(a)(iii) of the Agreement and replaced with "Ranger
Equity Holdings Corporation stock plans (1998 Stock Option Plan, the 1998
Substitute Stock Option Plan and the 1998 Phantom Stock Plan)".

5.       Paragraph 3(b) of the Agreement shall be deleted in its entirety and be
replaced with the following: "If the Severance Compensation under this Section
3, either alone or together with other payments to the Executive from the
Company, would constitute an "excess parachute payment" (as defined in Section
280G of the Code), such Severance Compensation shall be increased by a payment
sufficient to restore the Executive to the same after-tax position the Executive
would have been in if the excise tax had not been imposed.

6.       Except as otherwise specifically amended hereby, the Agreement remains
in full force and effect, without other amendment.

EX-99.4

                                                                    EXHIBIT 99.4

                  AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT

This Amendment to Severance Compensation Agreement ("Amendment") is entered into
as of this 1st day of October 1999, and effective as of March 3, 1998 between
LIN Television Corporation, a Delaware Corporation (the "Company") and GREGORY
SCHMIDT (the "Executive").

WHEREAS the Company and the Executive are parties to that certain Severance
Compensation Agreement, dated as of September 5, 1996 (the "Agreement");

WHEREAS the Company believes that it is in its best interest to reinforce and
encourage Executive's continued disinterested attention and undistracted
dedication in the potentially disturbing circumstances of a change in control of
the Company, by extending the term of the Agreement as provided for herein;

WHEREAS the parties desire to amend the Agreement upon the terms contained
herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained - herein, the Company and the Executive agree as follows:

1.       Capitalized terms not otherwise defined herein shall have meaning
ascribed to them in the Agreement. The following terms used herein shall be
defined as follows:

Affiliate: shall mean, as to any Person, a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person.

Person or Persons: shall mean any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a trust or other entity.

Board of Directors: shall mean the Board of Directors of the Company.

Continuing Directors: shall mean, any Person who (i) was a member of the Board
of Directors of the Company on October 1, 1999 (ii) is thereafter nominated for
election or elected to the Board of Directors of the Company with the
affirmative vote of a majority of the Continuing Directors who are members of
such Board of Directors at the time of such nomination or election or (iii) is a
Director and also a member of the Shareholder Group.

Shareholder Group: shall mean Hicks, Muse, Tate and Furst Incorporated, its
Affiliates and their respective employees, officers and directors.



2.       The first sentence of Paragraph 2 shall be deleted in its entirety and
replaced with the following: "Executive will be entitled to severance
compensation as set forth in section 3 of ("Severance Compensation") in the
event Executive's employment is terminated within the "Extension Period" (as
defined below) (a) by the Company without cause, or (b) by Executive within 90
days after Executive has knowledge of the occurrence of an event constituting
Good Reason. The Extension Period shall be defined as that certain period of
time commencing on the date first above-written and terminating on the date that
is two (2) years following a "Hicks Muse Change in Control" (as defined below).

A Hicks Muse change in control shall mean the first to occur of any 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 a group of related Persons for the purpose of Section
13(d) of the Exchange Act, other than one or more members of the Shareholder
Group;

(ii)     a majority of the Board of Directors of the Company shall consist of
Persons who are not Continuing Directors; or

(iii)    the acquisition by any Person or Persons (other than one or more
members of the Shareholder Group) 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.

3.       The definition for "Change in Control" contained in Paragraph 1(b) of
the Agreement shall be deleted and replaced with the definition of the "Hicks
Muse Change in Control" set forth above. All references to "Change in Control"
in the Agreement shall mean and refer to a "Hicks Muse Change in Control".

4.       "1994 Stock Incentive Plan and the 1994 Stock Adjustment Plan" shall be
deleted from Paragraph 3(a)(iii) of the Agreement and replaced with "Ranger
Equity Holdings Corporation stock plans (1998 Stock Option Plan, the 1998
Substitute Stock Option Plan and the 1998 Phantom Stock Plan)".

5.       Paragraph 3(b) of the Agreement shall be deleted in its entirety and be
replaced with the following: "If the Severance Compensation under this Section
3, either alone or together with other payments to the Executive from the
Company, would constitute an "excess parachute payment" (as defined in Section
280G of the Code), such Severance Compensation shall be increased by a payment
sufficient to restore the Executive to the same after-tax position the Executive
would have been in if the excise tax had not been imposed.

6.       Except as otherwise specifically amended hereby, the Agreement remains
in full force and effect, without other amendment.

EX-99.5

                                                                    EXHIBIT 99.5

                  AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT

This Amendment to Severance Compensation Agreement ("Amendment") is entered into
as of this 1st day of October 1999, and effective as of March 3, 1998 between
LIN Television Corporation, a Delaware Corporation (the "Company") and DEBORAH
R. JACOBSON (the "Executive").

WHEREAS the Company and the Executive are parties to that certain Severance
Compensation Agreement, dated as of September 5, 1996 (the "Agreement");

WHEREAS the Company believes that it is in its best interest to reinforce and
encourage Executive's continued disinterested attention and undistracted
dedication in the potentially disturbing circumstances of a change in control of
the Company, by extending the term of the Agreement as provided for herein;

WHEREAS the parties desire to amend the Agreement upon the terms contained
herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained - herein, the Company and the Executive agree as follows:

1.       Capitalized terms not otherwise defined herein shall have meaning
ascribed to them in the Agreement. The following terms used herein shall be
defined as follows:

Affiliate: shall mean, as to any Person, a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person.

Person or Persons: shall mean any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a trust or other entity.

Board of Directors: shall mean the Board of Directors of the Company.

Continuing Directors: shall mean, any Person who (i) was a member of the Board
of Directors of the Company on October 1, 1999 (ii) is thereafter nominated for
election or elected to the Board of Directors of the Company with the
affirmative vote of a majority of the Continuing Directors who are members of
such Board of Directors at the time of such nomination or election or (iii) is a
Director and also a member of the Shareholder Group.

Shareholder Group: shall mean Hicks, Muse, Tate and Furst Incorporated, its
Affiliates and their respective employees, officers and directors.



2.       The first sentence of Paragraph 2 shall be deleted in its entirety and
replaced with the following: "Executive will be entitled to severance
compensation as set forth in section 3 of ("Severance Compensation") in the
event Executive's employment is terminated within the "Extension Period" (as
defined below) (a) by the Company without cause, or (b) by Executive within 90
days after Executive has knowledge of the occurrence of an event constituting
Good Reason. The Extension Period shall be defined as that certain period of
time commencing on the date first above-written and terminating on the date that
is two (2) years following a "Hicks Muse Change in Control" (as defined below).

A Hicks Muse change in control shall mean the first to occur of any 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 a group of related Persons for the purpose of Section
13(d) of the Exchange Act, other than one or more members of the Shareholder
Group;

(ii)     a majority of the Board of Directors of the Company shall consist of
Persons who are not Continuing Directors; or

(iii)    the acquisition by any Person or Persons (other than one or more
members of the Shareholder Group) 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.

3.       The definition for "Change in Control" contained in Paragraph 1(b) of
the Agreement shall be deleted and replaced with the definition of the "Hicks
Muse Change in Control" set forth above. All references to "Change in Control"
in the Agreement shall mean and refer to a "Hicks Muse Change in Control".

4.       "1994 Stock Incentive Plan and the 1994 Stock Adjustment Plan" shall be
deleted from Paragraph 3(a)(iii) of the Agreement and replaced with "Ranger
Equity Holdings Corporation stock plans (1998 Stock Option Plan, the 1998
Substitute Stock Option Plan and the 1998 Phantom Stock Plan)".

5.       Paragraph 3(b) of the Agreement shall be deleted in its entirety and be
replaced with the following: "If the Severance Compensation under this Section
3, either alone or together with other payments to the Executive from the
Company, would constitute an "excess parachute payment" (as defined in Section
280G of the Code), such Severance Compensation shall be increased by a payment
sufficient to restore the Executive to the same after-tax position the Executive
would have been in if the excise tax had not been imposed.

6.       Except as otherwise specifically amended hereby, the Agreement remains
in full force and effect, without other amendment.