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<FILENAME>d88699ex4-10.txt

<DESCRIPTION>EXCHANGE/REGISTRATION RIGHTS AGMT.- LIN HOLDINGS

<TEXT>

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                               LIN HOLDINGS CORP.



                                  $100,000,000



                       10% Senior Discount Notes due 2008



                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT





                                                                   June 14, 2001



J.P. MORGAN SECURITIES INC.

DEUTSCHE BANC ALEX. BROWN INC.

c/o J.P. Morgan Securities Inc.

270 Park Avenue, 4th Floor

New York, New York  10017





Ladies and Gentlemen:



                  LIN Holdings Corp., a Delaware corporation ("Holdings"),

proposes to issue and sell to J.P. Morgan Securities Inc. and Deutsche Banc

Alex. Brown Inc. (together, the "Initial Purchasers"), upon the terms and

subject to the conditions set forth in a purchase agreement dated June 8, 2001

(the "Purchase Agreement") between Holdings, a Delaware corporation, LIN

Television Corporation, a Delaware corporation, the Guarantors named therein and

the Initial Purchasers, $100,000,000 aggregate principal amount at maturity of

its 10% Senior Discount Notes due 2008 (the "Securities"). 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, Holdings agrees 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. Holdings shall (i) use its

reasonable best efforts to prepare and, not later than 60 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 Holdings that are

identical in all material respects to the Securities (the "Exchange

Securities"), except that the Exchange Securities will not contain terms with

respect to transfer restrictions, (ii) use its reasonable best efforts to cause

the Exchange Offer Registration Statement to become effective under the

Securities Act no later than 120 days after the Issue Date and the Registered

Exchange Offer to be consummated no later than 165 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 Senior Discount Notes Indenture (the "Indenture") or an

indenture (the "Exchange Securities

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                                      -2-



Indenture") between Holdings, the Guarantors party thereto and the Senior

Discount Notes Trustee (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, Holdings 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 Holdings 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. Holdings, 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 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 Holdings

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



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                                      -3-



Exchange Offer, Holdings 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 Holdings 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 Holdings 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, Holdings

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.



                  As soon as practicable after the close of the Registered

Exchange Offer and any Private Exchange, as the case may be, Holdings shall:



                  (a) accept for exchange all Securities tendered and not

         validly withdrawn pursuant to the Registered Exchange Offer and the

         Private Exchange;



                  (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,

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