Exhibit 4.1


 


SINCLAIR TELEVISION GROUP, INC., as Issuer,


 


 


THE GUARANTORS IDENTIFIED ON ANNEX A HERETO, as Guarantors,


 


 


and


 


 


U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent


 


 






 


INDENTURE


 


Dated as of October 29, 2009


 






 


 


9.25% Senior Secured Second Lien Notes due 2017


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ONE DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  	
  1

  
	
  Section 101.

  	
  Definitions

  	
   

  	
  1

  
	
  Section 102.

  	
  Other
  Definitions

  	
   

  	
  25

  
	
  Section 103.

  	
  Compliance
  Certificates and Opinions

  	
   

  	
  25

  
	
  Section 104.

  	
  Form of
  Documents Delivered to Trustee

  	
   

  	
  26

  
	
  Section 105.

  	
  Acts
  of Holders

  	
   

  	
  27

  
	
  Section 106.

  	
  Notices,
  etc., to Trustee, the Issuer and any Guarantor

  	
   

  	
  28

  
	
  Section 107.

  	
  Notice
  to Holders; Waiver

  	
   

  	
  29

  
	
  Section 108.

  	
  [Reserved]

  	
   

  	
  29

  
	
  Section 109.

  	
  Effect
  of Headings and Table of Contents

  	
   

  	
  29

  
	
  Section 110.

  	
  Successors
  and Assigns

  	
   

  	
  29

  
	
  Section 111.

  	
  Separability
  Clause

  	
   

  	
  29

  
	
  Section 112.

  	
  Benefits
  of Indenture

  	
   

  	
  29

  
	
  Section 113.

  	
  Governing
  Law

  	
   

  	
  30

  
	
  Section 114.

  	
  Intercreditor
  Agreement Control

  	
   

  	
  30

  
	
  Section 115.

  	
  Direction
  by Holders to Enter into Security Documents

  	
   

  	
  30

  
	
  Section 116.

  	
  Legal
  Holidays

  	
   

  	
  30

  
	
  Section 117.

  	
  Schedules
  and Exhibits

  	
   

  	
  30

  
	
  Section 118.

  	
  Counterparts

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO SECURITY
  FORMS

  	
   

  	
  31

  
	
  Section 201.

  	
  Forms
  Generally

  	
   

  	
  31

  
	
  Section 202.

  	
  Form of
  Face of Security

  	
   

  	
  32

  
	
  Section 203.

  	
  Form of
  Reverse of Securities

  	
   

  	
  36

  
	
  Section 204.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
   

  	
  41

  
	
  Section 205.

  	
  Form of
  Guarantee of Each of the Guarantors

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE THE
  SECURITIES

  	
   

  	
  47

  
	
  Section 301.

  	
  Title
  and Terms

  	
   

  	
  47

  
	
  Section 302.

  	
  Denominations

  	
   

  	
  48

  
	
  Section 303.

  	
  Execution,
  Authentication, Delivery and Dating

  	
   

  	
  48

  
	
  Section 304.

  	
  Temporary
  Securities

  	
   

  	
  49

  
	
  Section 305.

  	
  Global
  Securities

  	
   

  	
  50

  
	
  Section 306.

  	
  Registration,
  Registration of Transfer and Exchange

  	
   

  	
  51

  
	
  Section 307.

  	
  Special
  Transfer Provisions

  	
   

  	
  53

  
	
  Section 308.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
   

  	
  56

  
	
  Section 309.

  	
  Payment
  of Interest; Interest Rights Preserved

  	
   

  	
  57

  
	
  Section 310.

  	
  Defaulted
  Interest

  	
   

  	
  57

  
	
  Section 311.

  	
  Persons
  Deemed Owners

  	
   

  	
  58

  
	
  Section 312.

  	
  Cancellation

  	
   

  	
  58

  
	
  Section 313.

  	
  Computation
  of Interest

  	
   

  	
  58

  
	
  Section 314.

  	
  CUSIP
  Numbers

  	
   

  	
  58

  



 

















 


	
  ARTICLE FOUR DEFEASANCE
  AND COVENANT DEFEASANCE

  	
   

  	
  59

  
	
  Section 401.

  	
  Issuer’s
  Option to Effect Defeasance or Covenant Defeasance

  	
   

  	
  59

  
	
  Section 402.

  	
  Defeasance
  and Discharge

  	
   

  	
  59

  
	
  Section 403.

  	
  Covenant
  Defeasance

  	
   

  	
  59

  
	
  Section 404.

  	
  Conditions
  to Defeasance or Covenant Defeasance

  	
   

  	
  60

  
	
  Section 405.

  	
  Deposited
  Money and U.S. Government Obligations to Be Held in Trust; Other
  Miscellaneous Provisions

  	
   

  	
  62

  
	
  Section 406.

  	
  Reinstatement

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE REMEDIES

  	
   

  	
  63

  
	
  Section 501.

  	
  Events
  of Default

  	
   

  	
  63

  
	
  Section 502.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
   

  	
  65

  
	
  Section 503.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
   

  	
  66

  
	
  Section 504.

  	
  Trustee
  May File Proofs of Claim

  	
   

  	
  67

  
	
  Section 505.

  	
  Trustee
  May Enforce Claims without Possession of Securities

  	
   

  	
  68

  
	
  Section 506.

  	
  Application
  of Money Collected

  	
   

  	
  68

  
	
  Section 507.

  	
  Limitation
  on Suits

  	
   

  	
  69

  
	
  Section 508.

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
   

  	
  70

  
	
  Section 509.

  	
  Restoration
  of Rights and Remedies

  	
   

  	
  70

  
	
  Section 510.

  	
  Rights
  and Remedies Cumulative

  	
   

  	
  70

  
	
  Section 511.

  	
  Delay
  or Omission Not Waiver

  	
   

  	
  70

  
	
  Section 512.

  	
  Control
  by Majority

  	
   

  	
  70

  
	
  Section 513.

  	
  Waiver
  of Past Defaults

  	
   

  	
  71

  
	
  Section 514.

  	
  Undertaking
  for Costs

  	
   

  	
  71

  
	
  Section 515.

  	
  Waiver
  of Stay, Extension or Usury Laws

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX THE TRUSTEE

  	
   

  	
  72

  
	
  Section 601.

  	
  Notice
  of Defaults

  	
   

  	
  72

  
	
  Section 602.

  	
  Certain
  Rights of Trustee

  	
   

  	
  72

  
	
  Section 603.

  	
  Trustee
  Not Responsible for Recitals, Dispositions of Securities or Application of
  Proceeds Thereof

  	
   

  	
  73

  
	
  Section 604.

  	
  Trustee
  and Agents May Hold Securities; Collections; etc.

  	
   

  	
  74

  
	
  Section 605.

  	
  Money
  Held in Trust

  	
   

  	
  74

  
	
  Section 606.

  	
  Compensation
  and Indemnification of Trustee and Its Prior Claim

  	
   

  	
  74

  
	
  Section 607.

  	
  Conflicting
  Interests

  	
   

  	
  75

  
	
  Section 608.

  	
  Corporate
  Trustee Required; Eligibility

  	
   

  	
  75

  
	
  Section 609.

  	
  Resignation
  and Removal; Appointment of Successor Trustee

  	
   

  	
  75

  
	
  Section 610.

  	
  Acceptance
  of Appointment by Successor

  	
   

  	
  77

  
	
  Section 611.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  	
  77

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND ISSUER

  	
   

  	
  78

  
	
  Section 701.

  	
  Issuer
  to Furnish Trustee Names and Addresses of Holders

  	
   

  	
  78

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
   

  	
  78

  



 


2

















 


	
  Section 801.

  	
  Issuer
  or Any Guarantor May Consolidate, etc., Only on Certain Terms

  	
   

  	
  78

  
	
  Section 802.

  	
  Successor
  Substituted

  	
   

  	
  81

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE SUPPLEMENTAL
  INDENTURES

  	
   

  	
  81

  
	
  Section 901.

  	
  Supplemental
  Indentures and Agreements without Consent of Holders

  	
   

  	
  81

  
	
  Section 902.

  	
  Supplemental
  Indentures and Agreements with Consent of Holders

  	
   

  	
  82

  
	
  Section 903.

  	
  Execution
  of Supplemental Indentures and Agreements

  	
   

  	
  83

  
	
  Section 904.

  	
  Effect
  of Supplemental Indentures

  	
   

  	
  84

  
	
  Section 905.

  	
  Conformity
  with Trust Indenture Act

  	
   

  	
  84

  
	
  Section 906.

  	
  Reference
  in Securities to Supplemental Indentures

  	
   

  	
  84

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN COVENANTS

  	
   

  	
  84

  
	
  Section 1001.

  	
  Payment
  of Principal, Premium and Interest

  	
   

  	
  84

  
	
  Section 1002.

  	
  Maintenance
  of Office or Agency

  	
   

  	
  84

  
	
  Section 1003.

  	
  Money
  for Security Payments to Be Held in Trust

  	
   

  	
  85

  
	
  Section 1004.

  	
  Corporate
  Existence

  	
   

  	
  86

  
	
  Section 1005.

  	
  Payment
  of Taxes and Other Claims

  	
   

  	
  86

  
	
  Section 1006.

  	
  Maintenance
  of Properties

  	
   

  	
  87

  
	
  Section 1007.

  	
  Insurance

  	
   

  	
  87

  
	
  Section 1008.

  	
  Limitation
  on Indebtedness

  	
   

  	
  88

  
	
  Section 1009.

  	
  Limitation
  on Restricted Payments

  	
   

  	
  92

  
	
  Section 1010.

  	
  Limitation
  on Transactions with Affiliates

  	
   

  	
  97

  
	
  Section 1011.

  	
  Limitation
  on Liens

  	
   

  	
  98

  
	
  Section 1012.

  	
  Limitation
  on Sale of Assets

  	
   

  	
  99

  
	
  Section 1013.

  	
  Limitation
  on Issuances of Guarantees of and Pledges for Indebtedness

  	
   

  	
  103

  
	
  Section 1014.

  	
  Restriction
  on Transfer of Assets

  	
   

  	
  104

  
	
  Section 1015.

  	
  Purchase
  of Securities upon a Change of Control

  	
   

  	
  104

  
	
  Section 1016.

  	
  Limitation
  on Subsidiary Equity Interests

  	
   

  	
  108

  
	
  Section 1017.

  	
  Limitation
  on Dividends and Other Payment Restrictions Affecting Subsidiaries

  	
   

  	
  108

  
	
  Section 1018.

  	
  Limitation
  on Unrestricted Subsidiaries

  	
   

  	
  108

  
	
  Section 1019.

  	
  Provision
  of Financial Statements

  	
   

  	
  109

  
	
  Section 1020.

  	
  Statement
  by Officers as to Default

  	
   

  	
  110

  
	
  Section 1021.

  	
  Waiver
  of Certain Covenants

  	
   

  	
  110

  
	
  Section 1022.

  	
  Tender
  Offer

  	
   

  	
  111

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN
  REDEMPTION OF SECURITIES

  	
   

  	
  111

  
	
  Section 1101.

  	
  Rights
  of Redemption

  	
   

  	
  111

  
	
  Section 1102.

  	
  Mandatory
  Redemption

  	
   

  	
  112

  
	
  Section 1103.

  	
  Election
  to Redeem; Notice to Trustee

  	
   

  	
  112

  
	
  Section 1104.

  	
  Selection
  by Trustee of Securities to Be Redeemed

  	
   

  	
  112

  
	
  Section 1105.

  	
  Notice
  of Redemption

  	
   

  	
  112

  
	
  Section 1106.

  	
  Deposit
  of Redemption Price

  	
   

  	
  114

  
	
  Section 1107.

  	
  Securities
  Payable on Redemption Date

  	
   

  	
  114

  



 


3

















 


	
  Section 1108.

  	
  Securities
  Redeemed or Purchased in Part

  	
   

  	
  114

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE
  SATISFACTION AND DISCHARGE

  	
   

  	
  115

  
	
  Section 1201.

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  	
  115

  
	
  Section 1202.

  	
  Application
  of Trust Money

  	
   

  	
  116

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN
  GUARANTEE

  	
   

  	
  116

  
	
  Section 1301.

  	
  Guarantors’
  Guarantee

  	
   

  	
  116

  
	
  Section 1302.

  	
  Continuing
  Guarantee; No Right of Set-Off; Independent Obligation

  	
   

  	
  117

  
	
  Section 1303.

  	
  Guarantee
  Absolute

  	
   

  	
  118

  
	
  Section 1304.

  	
  Right
  to Demand Full Performance

  	
   

  	
  119

  
	
  Section 1305.

  	
  Waivers

  	
   

  	
  120

  
	
  Section 1306.

  	
  The Guarantors Remain
  Obligated in Event the Issuer Is No Longer Obligated to Discharge Indenture
  Obligations

  	
   

  	
  120

  
	
  Section 1307.

  	
  Fraudulent Conveyance; Contribution; Subrogation

  	
   

  	
  121

  
	
  Section 1308.

  	
  Guarantee
  Is in Addition to Other Security

  	
   

  	
  121

  
	
  Section 1309.

  	
  Release
  of Security Interests

  	
   

  	
  121

  
	
  Section 1310.

  	
  No
  Bar to Further Actions

  	
   

  	
  122

  
	
  Section 1311.

  	
  Failure
  to Exercise Rights Shall Not Operate as a Waiver; No Suspension of Remedies

  	
   

  	
  122

  
	
  Section 1312.

  	
  Trustee’s
  Duties; Notice to Trustee

  	
   

  	
  122

  
	
  Section 1313.

  	
  Successors
  and Assigns

  	
   

  	
  122

  
	
  Section 1314.

  	
  Release
  of Guarantee

  	
   

  	
  123

  
	
  Section 1315.

  	
  Execution
  of Guarantee

  	
   

  	
  123

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN
  COLLATERAL AND SECURITY

  	
   

  	
  123

  
	
  Section 1401.

  	
  The
  Collateral

  	
   

  	
  123

  
	
  Section 1402.

  	
  Further
  Assurances

  	
   

  	
  124

  
	
  Section 1403.

  	
  Impairment
  of Security Interest

  	
   

  	
  125

  
	
  Section 1404.

  	
  After-Acquired
  Property

  	
   

  	
  125

  
	
  Section 1405.

  	
  Real
  Estate Mortgages and Filings

  	
   

  	
  126

  
	
  Section 1406.

  	
  Release
  of Liens on the Collateral

  	
   

  	
  128

  
	
  Section 1407.

  	
  Authorization of
  Actions to be Taken by the Trustee or the Collateral Agent Under the Security
  Documents

  	
   

  	
  129

  
	
  Section 1408. 

  	
  Collateral Accounts

  	
   

  	
  131

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURES AND SEALS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ANNEX A

  	
  Guarantors

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
  Contract Stations

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE II

  	
  Owned Stations

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE III

  	
  Unfunded Commitments

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE IV

  	
  Existing Indebtedness

  	
   

  	
   

  



 


4

















 


	
  SCHEDULE V

  	
  Existing Encumbrances
  and Restrictions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE VI

  	
  Owned Premises

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE VII

  	
  Leased Premises

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE VIII

  	
  Owned Premises to be
  Mortgaged on the Issue Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE IX

  	
  Leased Premises to be
  Mortgaged post-Issue Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Regulation
  S Certificate

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
  Form of Restricted
  Securities Transfer Certificate

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT C

  	
  Form of
  Institutional Accredited Investor Certificate

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT D

  	
  Form of
  Unrestricted Securities Certificate

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT E

  	
  Form of Intercompany Note

  	
   

  	
   

  



 


5
















 


INDENTURE, dated as of October 29, 2009, among
SINCLAIR TELEVISION GROUP, INC., a Maryland corporation (the “Issuer”), the
Guarantors identified on Annex A hereto (collectively, the “Guarantors”), and
U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under
the laws of the United States of America, as trustee and collateral agent.


 


RECITALS OF THE ISSUER


 


The Issuer has duly authorized the execution and
delivery of this Indenture to provide for the issuance of (i) $500,000,000
of 9.25% Senior Secured Second Lien Notes due 2017 (the “Initial Securities”)
and (ii) if and when issued, an unlimited principal amount of additional
notes having identical terms and conditions as the Initial Securities, other
than issue date, issue price and the first interest payment date (the “Additional
Securities” and, together with the Initial Securities, the “Securities”).


 


Each Guarantor has duly authorized the issuance of a
guarantee (the “Guarantees”) of the Securities, of substantially the tenor
hereinafter set forth, and to provide therefor, each Guarantor has duly
authorized the execution and delivery of this Indenture and the Guarantee.


 


All acts and things necessary have been done to make
(i) the Securities, when executed by the Issuer and authenticated and
delivered hereunder and duly issued by the Issuer, the valid obligations of the
Issuer, (ii) the Guarantees, when executed by each of the Guarantors and
delivered hereunder, the valid obligation of each of the Guarantors and (iii) this
Indenture a valid agreement of the Issuer and each of the Guarantors in
accordance with the terms of this Indenture.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the
Securities, as follows:


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS OF

GENERAL APPLICATION


 


Section 101.   Definitions.


 


For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


(a)  
the terms defined in this Article have the meanings assigned to them in
this Article, and include the plural as well as the singular;


 


(b)  
all other terms used herein which are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them
therein;


 

















 


(c)  
all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP;


 


(d)  
the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision; and


 


(e)  
all references to $, US$, dollars or United States dollars shall refer to the
lawful currency of the United States of America.


 


“Acquired Indebtedness” means Indebtedness of a
Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed
in connection with the acquisition of assets from such Person, in each case,
other than Indebtedness incurred in connection with, or in contemplation of,
such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness
shall be deemed to be incurred on the date of the related acquisition of assets
from any Person or the date the acquired Person becomes a Subsidiary.


 


“Acquisition Agreements” means, collectively, the
Merger Agreements and the Asset Purchase Agreements.


 


“Additional Securities” has the meaning specified in
the Recitals.


 


“Administrative Agent” means JPMorgan Chase Bank,
N.A. in its capacity as administrative agent pursuant to the Bank Credit
Agreement until a successor Person shall have become such pursuant to the Bank
Credit Agreement, and thereafter, “Administrative Agent” shall mean such successor
Person.


 


“Affiliate” means, with respect to any specified
Person, (i) any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person, (ii) any other Person that owns, directly or indirectly, 5% or
more of such Person’s Equity Interests or any officer or director of any such
Person or other Person or, with respect to any natural Person, any Person
having a relationship with such Person or other Person by blood, marriage or adoption
not more remote than first cousin or (iii) any other Person 10% or more of
the voting Equity Interests of which are beneficially owned or held directly or
indirectly by such specified Person. For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person directly or indirectly, whether through
ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“After-Acquired Property” means assets or property
acquired after the Issue Date, including any property or assets acquired by the
Issuer or a Guarantor from a transfer from the Issuer or a Guarantor, which,
when acquired, constitutes Collateral, subject to the provisions set forth
herein.


 


“Agent Member” means any member of, or participant
in, the Depositary.


 


“Applicable Premium” means, with respect to a
Security on any Redemption Date, the greater of (i) 1.0% of the principal
amount of such Security and (ii) the excess, if any, 


 


2

















 


of (a) the present
value as of such Redemption Date of (x) the redemption price of such
Security on November 1, 2013 (each such redemption price being described
under Section 1101(c)) plus (y) all required interest payments due on
such Security through November 1, 2013 (excluding accrued but unpaid
interest to the Redemption Date), computed using a discount rate equal to the
Treasury Rate as of such Redemption Date plus 50 basis points, over (b) the
then-outstanding principal of such Security.


 


“Applicable Procedures” means, with respect to any
transfer or transaction involving a Global Security or beneficial interests
therein, the rules and procedures of the Depositary for such Security,
Euroclear and/or Clearstream, in each case to the extent applicable to such
transaction and as in effect at the time of such transfer or transaction.


 


“Asset Purchase Agreements” means the Asset Purchase
Agreements, each dated July 3, 2002, by and among (i) Feddora, Inc.
and WRGT Licensee, LLC (as sellers) and the Company, Sinclair Television of
Dayton, Inc., and WRGT Licensee, LLC (as buyers); (ii) Feddora, Inc.
and WVAH Licensee, LLC (as sellers) and the Company, Sinclair Television of
Nashville, Inc., and WVAH Licensee, LLC (as buyers); and (iii) Feddora, Inc.
and WTAT Licensee, LLC (as sellers) and the Company, Sinclair Television of
Charleston, Inc., and WTAT Licensee, LLC (as buyers), in each case, as amended
and restated as of the Issue Date.


 


“Asset Sale” means any sale, issuance, conveyance,
transfer, lease or other disposition (including, without limitation, by way of
merger, consolidation or Sale and Leaseback Transaction) (collectively, a “transfer”),
directly or indirectly, in one or a series of related transactions, of (i) any
Equity Interest of any Restricted Subsidiary, (ii) all or substantially
all of the properties and assets of any division or line of business of the
Issuer or any Restricted Subsidiary or (iii) any other properties or
assets of the Issuer or any Restricted Subsidiary, other than in the ordinary
course of business.


 


For the purposes of this definition, the term “Asset
Sale” shall not include any transfer of properties and assets (A) that is
governed by Section 801(a), (B) that is by the Issuer to any Wholly
Owned Restricted Subsidiary that is a Guarantor or by any Restricted Subsidiary
to the Issuer or any Wholly Owned Restricted Subsidiary that is a Guarantor if
such transferring Restricted Subsidiary is a Guarantor in accordance with the
terms of this Indenture, provided that in the case of a transfer of
Collateral, the transferee shall cause such amendments, supplements or other
instruments to be executed, filed and recorded in such jurisdictions as may be
required by applicable law to preserve and protect the security interest on the
Collateral owned by or transferred to the transferee, together with such
financing statements or comparable documents as may be required to perfect any
security interests in such Collateral which may be perfected by the filing of a
financing statement or a similar document under the Uniform Commercial Code or
other similar statute or regulation of the relevant states or jurisdictions or (C) that
aggregates not more than $10,000,000 in gross proceeds.


 


“Asset Swap” means an Asset Sale by the Issuer or
any Restricted Subsidiary in exchange for properties or assets that will be
used in the business of the Issuer and the Restricted Subsidiaries existing on
the Issue Date or reasonably related thereto.


 


3

















 


“Average Life to Stated Maturity” means, as of the
date of determination with respect to any Indebtedness, the quotient obtained
by dividing (i) the sum of the products of (a) the number of years
from the date of determination to the date or dates of each successive
scheduled principal payment of such Indebtedness multiplied by (b) the
amount of each such principal payment by (ii) the sum of all such principal
payments.


 


“Bank Credit Agreement” means the Fourth Amended and
Restated Credit Agreement, dated as of the Issue Date, between the Issuer, the
guarantors party thereto, the lenders named therein and J.P. Morgan Chase Bank,
N.A., as agent, J.P. Morgan Securities Inc., as sole lead arranger and
bookrunner, Wachovia Bank, National Association, as syndication agent, as such
agreement may be amended, renewed, extended, substituted, refinanced,
restructured, replaced, supplemented or otherwise modified from time to time
(including, without limitation, any successive renewals, extensions,
substitutions, refinancings, restructurings, replacements, supplementations or
other modifications of the foregoing and including, for the avoidance of doubt,
any renewals, extensions, substitutions, refinancings, restructurings,
replacements, supplements or any other modifications through any indenture,
note purchase agreement or similar instrument). For all purposes under this
Indenture, “Bank Credit Agreement” shall include any amendments, renewals,
extensions, substitutions, refinancings, restructurings, replacements,
supplements or any other modifications that increase the principal amount of
the Indebtedness or the commitments to lend thereunder and have been made in
compliance with Section 1008; provided, that, for purposes of the
definition of “Permitted Indebtedness”, no such increase may result in the
principal amount of Indebtedness of the Issuer under the Bank Credit Agreement
exceeding the amount permitted by Section 1008(b)(i).


 


“Bankruptcy Law” means Title 11, United States
Bankruptcy Code of 1978, as amended, or any similar United States federal or
state law relating to bankruptcy, insolvency, receivership, winding-up,
liquidation, reorganization or relief of debtors or any amendment to,
succession to or change in any such law.


 


“Board of Directors” means the board of directors of
the Issuer or any Guarantor, as the case may be, or any duly authorized
committee of such board.


 


“Board Resolution” means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Issuer or any
Guarantor, as the case may be, to have been duly adopted by the Board of
Directors of such entity and to be in full force and effect on the date of such
certification, and delivered to the Trustee.


 


“Broadcast Licenses” means (i) the licenses,
permits, authorizations or certificates to construct, own or operate the
Stations granted by the FCC, and all extensions, additions and renewals thereto
or thereof, and (ii) the licenses, permits, authorizations or certificates
which are necessary to construct, own or operate the Stations granted by
administrative law courts or any state, county, city, town, village or other
local government authority, and all extensions, additions and renewals thereto
or thereof.


 


“Business Day” means any day that is not a Saturday,
Sunday or other day on which commercial banks in New York City or the city in
which the Corporate Trust Office is located are authorized or required by law
to remain closed.


 


4

















 


“Capital Lease Obligation” means any obligation of
the Issuer and the Restricted Subsidiaries on a Consolidated basis under any
capital lease of real or personal property which, in accordance with GAAP, has
been recorded as a capitalized lease obligation.


 


“Change of Control” means
the occurrence of any of the following events:


 


(a)           any “person” or “group”
(as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), other than Permitted Holders, is or becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
Person shall be deemed to have beneficial ownership of all shares that such
Person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 40% of
the total outstanding Voting Stock of the Issuer or the Company, provided
that in the case of the Company, the Permitted Holders “beneficially own” (as
so defined) a lesser percentage of such Voting Stock than such other Person and
do not have the right or ability by voting power, contract or otherwise to
elect or designate for election a majority of the Board of Directors of the
Issuer or the Company;


 


(b)           during any period of
two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors of the Issuer or the Company (together with
any new directors whose election to such Board or whose nomination for election
by the shareholders of the Issuer or the Company, was approved by a vote of at
least 662/3% of the directors then still
in office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of such Board of Directors then in office;


 


(c)           The Issuer or the
Company consolidates with or merges with or into any Person or conveys,
transfers or leases all or substantially all of its assets to any Person, or
any corporation consolidates with or merges into or with the Issuer or the
Company, in any such event pursuant to a transaction in which the outstanding
Voting Stock of the Issuer or the Company is changed into or exchanged for
cash, securities or other property, other than any such transaction where the
outstanding Voting Stock of the Issuer or the Company is not changed or
exchanged at all (except to the extent necessary to reflect a change in the
jurisdiction of incorporation of the Issuer or the Company) or where (A) the
outstanding Voting Stock of the Issuer or the Company is changed into or
exchanged for (x) Voting Stock of the surviving corporation which is not
Disqualified Equity Interests or (y) cash, securities and other property
(other than Equity Interests of the surviving corporation) in an amount which
could be paid by the Issuer or the Company as a Restricted Payment in
accordance with Section 1009 (and such amount shall be treated as a
Restricted Payment subject to the provisions described under Section 1009)
and (B) no “person” or “group” other than Permitted Holders owns
immediately after such transaction, directly or indirectly, more than the
greater of (1) 40% of the total outstanding Voting Stock of the surviving
corporation and (2) the percentage of the outstanding Voting Stock of the
surviving corporation owned, directly or indirectly, by Permitted Holders
immediately after such transaction; or


 


(d)           The Issuer or the
Company is liquidated or dissolved or adopts a plan of liquidation or dissolution
other than in a transaction which complies with the provisions described under Article Eight.


 


5

















 


“Clearstream” means Clearstream Banking, societe
anonyme, or any successor securities clearing agency.


 


“Code” means the Internal Revenue Code of 1986, as
amended.


 


“Collateral”
means all property and assets, whether now owned or hereafter acquired, in
which Liens are, from time to time, purported to be granted to secure the
Securities and the Guarantees pursuant to the Security Documents.


 


“Collateral
Accounts” has the meaning assigned to such term in the Security Agreement.


 


“Collateral Agent” means the Trustee or a party
selected by the Trustee, acting as the collateral agent for the Holders of the
Securities, the Trustee and any holder of Pari Passu Secured Indebtedness
(including any agent therefore) under the Security Documents.


 


“Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act, or
if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


 


“Company” means Sinclair Broadcast Group, Inc.,
a corporation incorporated under the laws of the State of Maryland, until a
successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Company” shall mean such successor Person.


 


“Consolidated Interest Expense” means, without
duplication, for any period, the sum of (a) the cash interest expense of
the Issuer and the Consolidated Restricted Subsidiaries for such period, on a
Consolidated basis, including, without limitation, (i) amortization of debt
discount, (ii) the net cost under interest rate contracts (including
amortization of discounts), (iii) the interest portion of any deferred
payment obligation, and (iv) accrued interest, plus (b) the interest
component of the Capital Lease Obligations paid, accrued and/or scheduled to be
paid or accrued by the Issuer during such period, and all capitalized interest
of the Issuer and the Consolidated Restricted Subsidiaries, in each case as
determined in accordance with GAAP consistently applied; provided that,
for the avoidance of doubt, Consolidated Interest Expense shall not include any
cash interest expense associated with the Existing Convertible Notes.


 


“Consolidated Net Income (Loss)” means, for any
period, the Consolidated net income (or loss) of the Issuer and the
Consolidated Restricted Subsidiaries for such period as determined in
accordance with GAAP consistently applied, adjusted, to the extent included in
calculating such net income (or loss), (a) by excluding, without
duplication, (i) all extraordinary gains but not losses (less all fees and
expenses relating thereto), (ii) the portion of net income (or loss) of
the Issuer and the Consolidated Restricted Subsidiaries allocable to interests
in unconsolidated Persons or Unrestricted Subsidiaries, except to the extent of
the amount of dividends or distributions actually paid to the Issuer or the
Consolidated Restricted Subsidiaries by such other Person during such period, (iii) any
gain or loss, net of taxes, realized upon the termination of any employee
pension benefit plan, (iv) net gains but not losses (less all fees and
expenses relating thereto) in respect of dispositions of assets other than in
the ordinary course of 


 


6

















 


business, (v) the net income
of the Issuer or any Restricted Subsidiary to the extent that the declaration
of dividends or similar distributions by the Issuer or that Restricted
Subsidiary of that income is not at the time permitted, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation
applicable to the Issuer, that Restricted Subsidiary or its shareholders, (vi) any
impairment charge or asset write-off, in each case, pursuant to GAAP and the
amortization of intangibles and other assets or any depreciation expense, in
each case, pursuant to GAAP, or (vii) expenses relating to the issuance of
the Securities and the Initial Debt Transactions; and (b) by including, to
the extent excluded in calculating such net income (or loss), without
duplication, any cash contributions to the Issuer or any Restricted Subsidiary
by Unrestricted Subsidiaries.


 


Any cash amounts dividended, distributed, loaned or
otherwise transferred to the Company by the Issuer or its Restricted
Subsidiaries pursuant to Section 1009(b)(13), without duplication of any
amounts otherwise deducted in calculating Consolidated Net Income, the funds
for which are provided by the Issuer and/or the Restricted Subsidiaries shall
be deducted in calculating the Consolidated Net Income of the Issuer and the
Restricted Subsidiaries.


 


“Consolidated Net Worth” means the Consolidated
equity of the holders of Equity Interests (excluding Disqualified Equity
Interests) of the Issuer and the Restricted Subsidiaries, as determined in
accordance with GAAP consistently applied.


 


“Consolidation” means, with respect to any Person,
the consolidation of the accounts of such Person and each of its subsidiaries
(other than any Unrestricted Subsidiaries) if and to the extent the accounts of
such Person and each of its subsidiaries (other than any Unrestricted
Subsidiaries) would normally be consolidated with those of such Person, all in
accordance with GAAP consistently applied. The term “Consolidated” shall have a
similar meaning.


 


“Contract Stations” means (a) each television
or radio station identified in Schedule I, (b) each television or radio
station that is the subject of an acquisition referred to in clause (b) of
the definition of “Other Acquisitions” in the Bank Credit Agreement consummated
by the Issuer or any Subsidiary on or after the date hereof and (c) any
television or radio station with which the Issuer or any Subsidiary has entered
into any Program Services Agreement, Outsourcing Agreement or other similar
agreement on or after the date hereof, in each case until such time, if any, as
the Issuer or any Subsidiary acquires the Broadcast License of such television
or radio station and such station becomes an Owned Station.


 


“Convertible Debentures” means the Company’s 6.0%
Convertible Debentures due 2012.


 


“Corporate Trust Office” means the office of the
Trustee or an affiliate or agent thereof at which at any particular time the
corporate trust business for the purposes of this Indenture shall be
principally administered, which office at the date of execution of this
Indenture is located at U.S. Bank National Association, Two James Center, 1021
E. Cary Street, 18th Floor, Richmond, VA 23219, Attention: Melody
M. Scott.


 


7

















 


“Credit Agreement Obligations” means the
indebtedness outstanding under the Bank Credit Agreement that is secured by a
Permitted Lien described in clause (i) of the definition thereof, and all
other obligations (not constituting Indebtedness) of the Issuer or any
Guarantor under the Bank Credit Agreement.


 


“Cumulative Consolidated Interest Expense” means, as
of any date of determination, Consolidated Interest Expense from the Issue Date
to the end of the Issuer’s most recently ended full fiscal quarter prior to
such date, taken as a single accounting period.


 


“Cumulative Operating Cash Flow” means, as of any
date of determination, Operating Cash Flow from the Issue Date to the end of
the Issuer’s most recently ended full fiscal quarter prior to such date, taken
as a single accounting period.


 


“Cunningham” means Cunningham Broadcasting
Corporation, a Maryland corporation.


 


“Debt to Operating Cash Flow Ratio” means, as of any
date of determination, the ratio of (i) the aggregate principal amount of
all outstanding Indebtedness of the Issuer and the Restricted Subsidiaries as
of such date on a Consolidated basis plus the aggregate liquidation preference
or redemption amount of all Disqualified Equity Interests of the Issuer (excluding
any such Disqualified Equity Interests held by the Issuer or a Wholly Owned
Restricted Subsidiary of the Issuer) to (ii) Operating Cash Flow of the
Issuer and the Restricted Subsidiaries on a Consolidated basis for the four
most recent full fiscal quarters ending immediately prior to such date,
determined on a pro forma basis (and after giving pro forma effect to (A) the
incurrence of such Indebtedness and (if applicable) the application of the net
proceeds therefrom, including to refinance other Indebtedness, as if such
Indebtedness was incurred, and the application of such proceeds occurred, at
the beginning of such four-quarter period; (B) the incurrence, repayment
or retirement of any other Indebtedness by the Issuer and the Restricted
Subsidiaries since the first day of such four-quarter period as if such
Indebtedness was incurred, repaid or retired at the beginning of such
four-quarter period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility shall be computed based upon
the average balance of such Indebtedness at the end of each month during such
four-quarter period); (C) in the case of Acquired Indebtedness, the
related acquisition as if such acquisition had occurred at the beginning of such
four-quarter period; and (D) any acquisition or disposition by the Issuer
and the Restricted Subsidiaries of any company or any business or any assets
out of the ordinary course of business, or any related repayment of
Indebtedness, in each case since the first day of such four-quarter period,
assuming such acquisition or disposition had been consummated on the first day
of such four-quarter period).


 


“Default” means any event which is, or after notice
or passage of any time or both would be, an Event of Default.


 


“Depositary” means, with respect to the Securities
issued in the form of Global Securities, if any, The Depository Trust Company,
a New York limited purpose corporation, its nominees and successors, or any
other Person designated as the Depositary by the Company pursuant to Section 305(b),
in each case registered as a “clearing agency” under the Exchange 


 


8

















 


Act and maintaining a
book-entry system that qualifies for treatment as “registered form” under Section 163(f) of
the Code.


 


“Designated SBG Subsidiary” means (a) KDSM, LLC
and KDSM, Licensee, LLC and (b) each other Subsidiary of the Company that
is designated as a “Designated SBG Subsidiary” after the Issue Date pursuant to
this Indenture or the Bank Credit Agreement, in each case so long as such
Subsidiary remains a Designated SBG Subsidiary. The Company and the Issuer may,
at any time or from time to time upon not less than five Business Days’ notice
to the Trustee (or such shorter period which is acceptable to the Trustee),
designate any subsidiary of the Company (other than the Issuer or any of its
directly or indirectly owned Subsidiaries) (including any acquired or newly
formed subsidiary of the Company) to be a “Designated SBG Subsidiary” for
purposes of this Indenture. The designation by the Company and the Issuer of
any subsidiary of the Company as a Designated SBG Subsidiary hereunder shall be
effective subject to satisfaction of the following conditions: (i) immediately
before and after giving effect to such designation, no Default shall have
occurred or be continuing and (ii) the Trustee shall have received a
certificate of a senior officer of the Company and the Issuer certifying that
the conditions to the designation of such Designated SBG Subsidiary under this
Indenture have been satisfied.


 


“Disqualified Equity Interests” means any Equity
Interests that, either by their terms or by the terms of any security into
which they are convertible or exchangeable or otherwise, are, or upon the
happening of an event or passage of time would be required to be, redeemed
prior to any Stated Maturity of the principal of the Securities or are
redeemable at the option of the holder thereof at any time prior to any such
Stated Maturity (other than upon a change of control of or sale of assets by
the Issuer in circumstances where the Holders of the Securities would have
similar rights), or are convertible into or exchangeable for debt securities at
any time prior to any such Stated Maturity at the option of the holder thereof.


 


“Equity Interest” of any Person means any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) corporate stock or
other equity participations, including partnership interests, whether general
or limited, of such Person, including any Preferred Equity Interests.


 


“Equity Offering” means a public or private offering
for cash by the Issuer or the Company, as the case may be, of its Equity
Interests, other than (x) public offerings with respect to the Issuer’s or
the Company’s Equity Interests registered on Form S-4 or S-8, (y) an
issuance to any Subsidiary or (z) any offering of Equity Interests issued
in connection with a transaction that constitutes a Change of Control.


 


“Euroclear” means Euroclear Bank, S.A./N.V., as
operator of the Euroclear System or any successor securities clearing agency.


 


“Event of Default” has the meaning specified in Article Five.


 


“Exchange Act” means the Securities Exchange Act of
1934, as amended.


 


“Excluded Assets” means any lease, license,
contract, property rights or agreement to which the Issuer or any Guarantor is
a party (or to any of its rights or interests 


 


9

















 


thereunder), the grant of a
security interest in which would constitute or result in either (i) the
abandonment, invalidation or unenforceability of any right, title or interest
of the Company or such Guarantor therein or (ii) in a breach or
termination pursuant to the terms of, or a default under, any such lease,
license, contract, property rights or agreement (other than to the extent that
any such term would be rendered ineffective by Section 9-406, 9-407, 9-408
or 9-409 of the Uniform Commercial Code as in effect in the relevant
jurisdiction).


 


“Existing Convertible Notes” means the Company’s
existing 3.0% Convertible Senior Notes due 2027 and 4.875% Convertible Senior
Notes due 2018.


 


“Existing Subordinated Notes” means the Issuer’s
8.0% Senior Subordinated Notes due 2012.


 


“Fair Market Value” means, with respect to any asset
or property, the sale value that would be obtained in an arm’s-length
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy.


 


“FCC” means the Federal Communications Commission or
any Governmental Authority substituted therefor.


 


“Film Contract” means contracts with suppliers that
convey the right to broadcast specified films, videotape motion pictures,
syndicated television programs or sports or other programming.


 


“Financial Officer” means the chief financial
officer, chief accounting officer or treasurer of the Company or the Issuer.


 


“First Lien Obligations” means the Credit Agreement
Obligations and/or any other Indebtedness secured on a pari passu basis with
the Credit Agreement Obligations.


 


“Generally Accepted Accounting Principles” or “GAAP”
means generally accepted accounting principles in the United States,
consistently applied, which are in effect on the Issue Date.


 


“Global Security” means a Security in book-entry
form in the form prescribed in Sections 202 through 204 evidencing all or part
of the Securities, issued to the Depositary or its nominee and registered in
the name of the Depositary or such nominee.


 


“Governmental Authority” means the government of the
United States of America, any other nation or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.


 


“Guarantee” means the guarantee by any Guarantor of
the Issuer’s Indenture Obligations pursuant to a guarantee given in accordance
with this Indenture, including, without limitation, the Guarantees by the
Guarantors included in Article Thirteen of this Indenture and any
Guarantee delivered pursuant to Section 1013.


 


10
















 


“Guaranteed Debt” of any Person means, without
duplication, all Indebtedness of any other Person referred to in the definition
of Indebtedness guaranteed directly or indirectly in any manner by such Person,
or in effect guaranteed directly or indirectly by such Person through an
agreement (i) to pay or purchase such Indebtedness or to advance or supply
funds for the payment or purchase of such Indebtedness, (ii) to purchase,
sell or lease (as lessee or lessor) property, or to purchase or sell services,
primarily for the purpose of enabling the debtor to make payment of such
Indebtedness or to assure the holder of such Indebtedness against loss, (iii) to
supply funds to, or in any other manner invest in, the debtor (including any
agreement to pay for property or services without requiring that such property
be received or such services be rendered), (iv) to maintain working
capital or equity capital of the debtor, or otherwise to maintain the net
worth, solvency or other financial condition of the debtor or (v) otherwise
to assure a creditor against loss; provided, that the term “guarantee”
shall not include endorsements for collection or deposit, in either case in the
ordinary course of business.


 


“Guarantor” means (i) initially, the entities
listed in Annex A hereto and (ii) each of the Issuer’s Subsidiaries and
each Designated SBG Subsidiary which becomes a Guarantor of the Securities
pursuant to the provisions herein, and their successors, in each case, until
released from its respective Guarantee pursuant to this Indenture.


 


“Guarantor Pari Passu Indebtedness” means
Indebtedness of a Guarantor that ranks equally in right of payment to its
Guarantee.


 


“Hedging Agreement” means any swap agreement, cap
agreement, collar agreement, put or call, futures contract, forward contract or
similar agreement or arrangement entered into to protect against or mitigate
the effect of fluctuations in the price of the Issuer’s publicly issued common
stock or in interest rates, foreign exchange rates or prices of commodities used
in the business of the Issuer and its Subsidiaries and any master agreement
relating to any of the foregoing.


 


“Holder” means a Person in whose name a Security is
registered in the Security Register.


 


“Indebtedness” means, with respect to any Person, without
duplication, (i) all indebtedness of such Person for borrowed money or for
the deferred purchase price of property or services, excluding any trade
payables and other accrued current liabilities arising in the ordinary course
of business, but including, without limitation, all obligations, contingent or
otherwise, of such Person in connection with any letters of credit issued under
letter of credit facilities, acceptance facilities or other similar facilities
and in connection with any agreement to purchase, redeem, exchange, convert or
otherwise acquire for value any Equity Interests of such Person, or any
warrants, rights or options to acquire such Equity Interests, now or hereafter
outstanding, (ii) all obligations of such Person evidenced by bonds,
notes, debentures or other similar instruments, (iii) all indebtedness
created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person (even if the rights
and remedies of the seller or lender under such agreement in the event of
default are limited to repossession or sale of such property), but excluding
trade payables arising in the ordinary course of business, (iv) all
obligations under Interest Rate Agreements of such Person (but excluding any
terminated derivatives being amortized), (v) all Capital Lease Obligations
of such 


 


11

















 


Person, (vi) all
Indebtedness referred to in clauses (i) through (v) above of other
Persons and all dividends of other Persons, to the extent the payment of such
Indebtedness or dividends is secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien, upon or with respect to property (including, without limitation,
accounts and contract rights) owned by such Person, even though such Person has
not assumed or become liable for the payment of such Indebtedness, (vii) all
Guaranteed Debt of such Person, (viii) all Disqualified Equity Interests
valued at the greater of their voluntary or involuntary maximum fixed
repurchase price plus accrued and unpaid dividends, and (ix) any
amendment, supplement, modification, deferral, renewal, extension, refunding or
refinancing of any liability of the types referred to in clauses (i) through
(viii) above; provided, however, that the term Indebtedness shall
not include any obligations of the Issuer and the Restricted Subsidiaries with
respect to Film Contracts entered into in the ordinary course of business. The
amount of Indebtedness of any Person at any date shall be, without duplication,
the principal amount that would be shown on a balance sheet of such Person
prepared as of such date in accordance with GAAP and the maximum determinable
liability of any Guaranteed Debt referred to in clause (vii) above at such
date. The Indebtedness of the Issuer and the Restricted Subsidiaries shall not
include any Indebtedness of Unrestricted Subsidiaries so long as such
Indebtedness is non-recourse to the Issuer and the Restricted Subsidiaries. For
purposes hereof, the “maximum fixed repurchase price” of any Disqualified
Equity Interests which do not have a fixed repurchase price shall be calculated
in accordance with the terms of such Disqualified Equity Interests as if such
Disqualified Equity Interests were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such
price is based upon, or measured by, the Fair Market Value of such Disqualified
Equity Interests, such Fair Market Value to be determined in good faith by the
Board of Directors of the issuer of such Disqualified Equity Interests. The
amount of any Indebtedness outstanding as of any date shall be (a) the
accreted value thereof in the case of any Indebtedness issued with original
issue discount or the aggregate principal amount outstanding in the case of
Indebtedness issued with interest payable in kind and (b) the principal
amount or liquidation preference thereof, together with any interest thereon
that is more than 30 days past due, in the case of any other Indebtedness.


 


“Indenture” means this instrument as originally
executed and as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof.


 


“Indenture Obligations” means the obligations of the
Issuer and any other obligor under this Indenture or under the Securities,
including any Guarantor, to pay principal, premium, if any, and interest when
due and payable, and all other amounts due or to become due under or in
connection with this Indenture, the Securities and the performance of all other
obligations to the Trustee and the Holders under this Indenture and the
Securities, according to the terms hereof and thereof.


 


“Independent Director” means a director of the
Company other than a director (i) who (apart from being a director of the
Company or any Subsidiary) is an employee, insider, associate or Affiliate of
the Company or a Subsidiary or has held any such position during the previous
five years or (ii) who is a director, an employee, insider, associate or
Affiliate of another party to the transaction in question.


 


12

















 


“Initial Debt Transactions” means (i) the
issuance of the Securities by the Issuer and the Guarantees by the Guarantors, (ii) the
completion by the Issuer of the tender offers for the Existing Convertible
Notes, (iii) the negotiation and execution of the MOU and all transactions
contemplated thereby, including the amendment and restatement of the Program
Services Agreements, the Option Agreements and the Acquisition Agreements with
Cunningham and (4) the negotiation and execution of the Bank Credit
Agreement.


 


“Initial Securities “has the meaning specified in
the Recitals.


 


“Institutional Accredited Investor” means any
institutional “accredited investor” as defined in Rules 501(a)(1), (2), (3)
and (7) under the Securities Act who is not a QIB.


 


“Institutional Accredited Investor Transfer Certificate”
means a certificate substantially in the form set forth in Exhibit C.


 


“Institutional Accredited Investor Global Securities”
means one or more permanent Global Securities in registered form representing
the aggregate principal amount of Securities sold to Institutional Accredited
Investors in reliance on Regulation D under the Securities Act.


 


“Intercompany Note” means a note substantially in
the form set forth in Exhibit E.


 


“Intercreditor Agreement” means the Second Lien
Intercreditor Agreement, dated as of the Issue Date, by and among JPMorgan
Chase Bank, N.A., in its capacity as administrative agent pursuant to the Bank
Credit Agreement, any agents or representatives for the holders of Indebtedness
secured on a pari passu basis with the Credit Agreement Obligations from time
to time, the holders of any Pari Passu Secured Indebtedness from time to time
(or any agent or representative on their behalf), the Collateral Agent, the
Issuer and the Guarantors.


 


“Interest Payment Date” means the Stated Maturity of
an installment of interest on the Securities.


 


“Interest Rate Agreements” means one or more of the
following agreements which shall be entered into from time to time by one or
more financial institutions: interest rate protection agreements (including,
without limitation, interest rate swaps, caps, floors, collars and similar
agreements) and any obligations in respect of any Hedging Agreements.


 


“Investments” means, with respect to any Person,
directly or indirectly, any advance, loan (including guarantees), or other
extension of credit or capital contribution to (by means of any transfer of
cash or other property to others or any payment for property or services for
the account or use of others), or any purchase, acquisition or ownership by
such Person of any Equity Interests, bonds, notes, debentures or other
securities or assets issued or owned by any other Person and all other items
that would be classified as investments on a balance sheet prepared in
accordance with GAAP.


 


“Issue Date” means October 29, 2009.


 


13

















 


“Issuer” means Sinclair Television Group, Inc.,
a corporation incorporated under the laws of the State of Maryland, until a
successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter, the “Issuer” shall mean such successor
Person.


 


“Issuer Request” or “Issuer Order” means a written
request or order signed in the name of the Issuer by any one of its Chairman of
the Board, its Vice Chairman, its President or a Vice President (regardless of
vice presidential designation), and by any one of its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.


 


“Leased Premises” means any leasehold interest in
any real property that is Collateral leased by/to the Issuer or any Guarantor
on the Issue Date, as set forth on Schedule VII, or leased by/to the Issuer or
any Guarantor after the Issue Date.


 


“License Subsidiary” means (a) with respect to
each Station that is an Owned Station on the date hereof, the Subsidiary of the
Issuer listed as the holder of the Broadcast Licenses for such Owned Station
and (b) with respect to any Owned Station hereafter acquired by the Issuer
or any of its Subsidiaries, the Subsidiary of the Issuer formed, created, or
acquired after the date hereof that holds the Broadcast Licenses for such Owned
Station, and in each case any other Subsidiary into which any such License
Subsidiary may be merged pursuant to the Bank Credit Agreement as in effect on
the Issue Date.


 


“Lien” means any mortgage, charge, pledge, lien
(statutory or otherwise), privilege, security interest, hypothecation or other
encumbrance upon or with respect to any property of any kind (including any
conditional sale or other title retention agreement, any leases in the nature
thereof, and any agreement to give any security interest), real or personal,
movable or immovable, now owned or hereafter acquired.


 


“Local Marketing Agreement” means a local marketing
arrangement, sale agreement, time brokerage agreement, management agreement or
similar arrangement pursuant to which a Person (i) obtains the right to
sell at least a majority of the advertising inventory of a television station
on behalf of a third party, (ii) purchases at least a majority of the air
time of a television station to exhibit programming and sell advertising time, (iii) manages
the selling operations of a television station with respect to at least a
majority of the advertising inventory of such station, (iv) manages the
acquisition of programming for a television station, (v) acts as a program
consultant for a television station, or (vi) manages the operation of a
television station generally.


 


“Material Third-Party Licensee” shall have the
meaning assigned to such term in the Bank Credit Agreement.


 


“Maturity,” when used with respect to any Security,
means the date on which the principal of such Security becomes due and payable
as therein provided or as provided in this Indenture, whether at Stated Maturity,
the Offer Date, or the Redemption Date and whether by declaration of
acceleration, Offer in respect of Excess Proceeds, Change of Control, call for
redemption or otherwise.


 


14

















 


“Merger Agreements” means (i) those certain
Plans and Agreements of Merger dated July 3, 2002 by and between Columbus
(WTTE-TV), Inc. (a subsidiary of Cunningham) and Baltimore (WNUV-TV), Inc.
(a subsidiary of Cunningham) and the Company and (ii) that certain Plan
and Agreement of Merger dated November 15, 1999, by and among Glencairn,
Ltd. (now Cunningham), Anderson (WFBC-TV), Inc. and the Company and
Sinclair Acquisition XI, Inc., as such agreements have been amended,
modified, and supplemented from time to time.


 


“Moody’s” means Moody’s Investors Service, Inc.
or any successor rating agency.


 


“Mortgages” means the mortgages, deeds of trust,
deeds to secure Indebtedness or other similar documents securing Liens on the
Premises, as well as the other Collateral secured by and described in the
mortgages, deeds of trust, deeds to secure Indebtedness or other similar
documents.


 


“MOU” means the Memorandum of Understanding dated September 8,
2009, by and among Cunningham and its subsidiaries, The Carolyn C. Smith
Cunningham Trust, the Carolyn Smith’s Grandchildren’s Trust I, the Carolyn
Smith’s Grandchildren’s Trust II, the Carolyn Smith’s Grandchildren’s Trust III
and The Carolyn Smith’s Grandchildren’s Trust IV and the Company on behalf of
itself and certain applicable subsidiaries, as amended by Amendment No. 1
dated October 6, 2009.


 


“Net Cash Proceeds” means (a) with respect to
any Asset Sale by any Person, the proceeds thereof in the form of cash or
Temporary Cash Investments including payments in respect of deferred payment
obligations when received in the form of, or stock or other assets when
disposed of for, cash or Temporary Cash Investments (except to the extent that
such obligations are financed or sold with recourse to the Issuer or any
Restricted Subsidiary) net of (i) brokerage commissions and other
reasonable fees and expenses (including fees and expenses of counsel and
investment bankers) related to such Asset Sale, (ii) provisions for all
taxes payable as a result of such Asset Sale, (iii) payments made to
retire Indebtedness where payment of such Indebtedness is secured by the assets
or properties the subject of such Asset Sale, (iv) amounts required to be
paid to any Person (other than the Issuer or any Restricted Subsidiary) owning
a beneficial interest in the assets subject to the Asset Sale and (v) appropriate
amounts to be provided by the Issuer or any Restricted Subsidiary, as the case
may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by the Issuer or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as reflected in an Officers’
Certificate delivered to the Trustee and (b) with respect to any issuance
or sale of Equity Interests, or debt securities or Equity Interests that have
been converted into or exchanged for Equity Interests, as referred to under Section 1009,
the proceeds of such issuance or sale in the form of cash or Temporary Cash
Investments, including payments in respect of deferred payment obligations when
received in the form of, or stock or other assets when disposed for, cash or
Temporary Cash Investments (except to the extent that such obligations are
financed or sold with recourse to the Issuer or any Restricted Subsidiary), net
of attorney’s fees, accountant’s fees and brokerage, consultation, underwriting
and other fees 


 


15

















 


and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.


 


“Officers’ Certificate” means a certificate signed
on behalf of the Company or the Issuer by the Chairman of the Board, Vice
Chairman of the Board, Principal Executive Officer or a Vice President
(regardless of vice presidential designation) and the Principal Financial
Officer, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant
Secretary or the Principal Accounting Officer of the Company or the Issuer
respectively.


 


“Operating Cash Flow” means, for any period, the
Consolidated Net Income (Loss) of the Issuer and the Restricted Subsidiaries
for such period, plus (a) extraordinary net losses and net losses on sales
of assets outside the ordinary course of business during such period, to the
extent such losses were deducted in computing Consolidated Net Income (Loss),
plus (b) provision for taxes based on income or profits, to the extent
such provision for taxes was included in computing such Consolidated Net Income
(Loss), and any provision for taxes utilized in computing the net losses under
clause (a) hereof, plus (c) Consolidated Interest Expense of the
Issuer and the Restricted Subsidiaries for such period, plus (d) depreciation,
amortization and all other non-cash charges, to the extent such depreciation,
amortization and other non-cash charges were deducted in computing such
Consolidated Net Income (Loss)(including amortization of goodwill and other
intangibles, including Film Contracts and write-downs of Film Contracts), plus (e) to
the extent deducted from Consolidated Net Income (Loss), all transaction costs
relating to the Initial Debt Transactions and the amount of Purchase Options
Deposits paid, plus (f) cash distributions received from Unrestricted
Subsidiaries, minus (g) any cash payments contractually required to be
made with respect to Film Contracts (to the extent not previously included in
computing such Consolidated Net Income (Loss)).


 


“Opinion of Counsel” means a written opinion of
legal counsel who shall be acceptable to the Trustee.  The counsel may be an employee of or counsel
to the Company, the Issuer or the Trustee.


 


“Opinion of Independent Counsel” means a written
opinion of counsel issued by someone who is not an employee or consultant of
the Issuer or any Guarantor and who shall be acceptable to the Trustee.


 


“Option Agreements” means those certain Common
Voting Capital Stock Option Agreements, each of which is dated May 3,
1995, pursuant to which the Company was granted an option to acquire certain
shares of capital stock of Cunningham from Carolyn Smith (now the Carolyn C.
Smith Cunningham Trust), the Carolyn Smith’s Grandchildren’s Trust I, the
Carolyn Smith’s Grandchildren’s Trust II, the Carolyn Smith’s Grandchildren’s
Trust III, and the Carolyn Smith’s Grandchildren’s Trust IV, as such Agreements
have been amended, modified and supplemented from time to time.


 


“Outsourcing Agreement” means (a) any agreement
to which the Issuer or any of its Subsidiaries is a party which provides for
the Issuer or any of its Subsidiaries to deliver or receive non-programming
related management and/or consulting services of any television station, and (b) any
put or option agreement entered into in connection with any agreement 


 


16

















 


referred to in clause (a) above
that provides for the Issuer or any of its Subsidiaries to acquire or sell the
license or non-license assets of the related television station.


 


“Owned Premises” means any fee interest in
any real property that is Collateral owned by the Issuer or any Guarantor on
the Issue Date, as set forth on Schedule VI hereto, or acquired by the Issuer
or any Guarantor after the Issue Date.


 


“Owned Stations” means (a) each television or
radio station identified in Schedule II and (b) any television or radio
station the Broadcast Licenses of which are owned or held by the Issuer or any
of its Subsidiaries on or after the date hereof.


 


“Outstanding” when used with respect to Securities
means, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except


 


(a)  
Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;


 


(b)  
Securities, or portions thereof, for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Issuer or any Affiliate thereof) in trust or set aside
and segregated in trust by the Issuer or such Affiliate (if the Issuer or such
Affiliate shall act as the Paying Agent) for the Holders; provided that
if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor reasonably satisfactory
to the Trustee has been made;


 


(c)  
Securities, except to the extent provided in Sections 402 and 403, with respect
to which the Issuer has effected defeasance or covenant defeasance as provided
in Article Four; and


 


(d)  
Securities in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof reasonably satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands the Securities are valid obligations of the
Issuer; provided, however, that in determining whether the Holders of
the requisite principal amount of Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Issuer, any Guarantor, or any other obligor upon the
Securities or any Affiliate of the Issuer, any Guarantor, or such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the reasonable satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Issuer, any Guarantor or any other obligor upon the
Securities or any Affiliate of the Issuer, any Guarantor or such other obligor.


 


17

















 


“Pari Passu Indebtedness” means any Indebtedness of
the Issuer or any Guarantor that is pari passu in right of payment to the
Securities or any Guarantees, as the case may be.


 


“Pari Passu Secured Indebtedness” means any Indebtedness
of the Issuer or any Guarantor that ranks pari passu in right of payment with
the Securities or the relevant Guarantee and is secured by a Lien on the
Collateral that has the same priority as the Lien securing the Securities and
that is designated in writing as such by the Issuer to the Trustee and the
holders of which enter into an appropriate agency agreement with the Collateral
Agent; provided that any Pari Passu Secured Indebtedness shall not have
restrictive covenants or other terms that are more stringent in any material
respect than the covenants described in this Indenture after giving effect to
any amendment to this Indenture and the Securities made in compliance with this
Indenture.


 


“Paying Agent” means any Person authorized by the
Issuer to pay the principal of, premium, if any, or interest on any Securities
on behalf of the Issuer.


 


“Permitted Guarantor Indebtedness” means: (i) Indebtedness
of any Guarantor under Capital Lease Obligations incurred in the ordinary
course of business; and (ii) Indebtedness of any Guarantor (a) issued
to finance or refinance the purchase or construction of any assets of such
Guarantor or (b) secured by a Lien on any assets of such Guarantor where
the lender’s sole recourse is to the assets so encumbered, in either case (x) to
the extent the purchase or construction prices for such assets are or should be
included in “property and equipment” in accordance with GAAP and (y) if
the purchase or construction of such assets is not part of any acquisition of a
Person or business unit.


 


“Permitted Holders” means as of the date of
determination (i) any of David D. Smith, Frederick G. Smith, J. Duncan
Smith and Robert E. Smith; (ii) family members or the relatives of the
Persons described in clause (i); (iii) any trusts created for the benefit
of the Persons described in clauses (i), (ii) or (iv) or any trust
for the benefit of any such trust; or (iv) in the event of the
incompetence or death of any of the Persons described in clauses (i) and
(ii), such Person’s estate, executor, administrator, committee or other
personal representative or beneficiaries, in each case who at any particular
date shall beneficially own or have the right to acquire, directly or
indirectly, Equity Interests of the Issuer or the Company. With respect to the
Issuer, the Company and each Wholly Owned Restricted Subsidiary shall be a “Permitted
Holder.”


 


“Permitted Indebtedness” has the meaning specified
in Section 1008.


 


“Permitted Investment” means (i) Investments in
any Wholly Owned Restricted Subsidiary; (ii) Indebtedness of the Issuer or
a Restricted Subsidiary described under clauses (v) and (vi) of the
definition of “Permitted Indebtedness”; (iii) Temporary Cash Investments; (iv) Investments
acquired by the Issuer or any Restricted Subsidiary in connection with an Asset
Sale permitted under Section 1012, to the extent such Investments are
non-cash proceeds as permitted under such covenant; (v) guarantees of
Indebtedness otherwise permitted by this Indenture; (vi) Investments in
existence on the Issue Date; (vii) loans up to an aggregate of $1,000,000
outstanding at any time to employees pursuant to benefits available to the
employees of the Issuer or any Restricted Subsidiary from time to time in the
ordinary course of business; (viii) any Investments in the Securities; (ix) a
Guarantee by any Guarantor and any other guarantee given by a Guarantor of any
Indebtedness of the Issuer in accordance with this Indenture; (x) 


 


18

















 


Investments by the Issuer or
any Restricted Subsidiary in a Person, if as a result of such Investment (A) such
Person becomes a Restricted Subsidiary or (B) such Person is merged,
consolidated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Issuer or a Restricted Subsidiary; (xi)
other Investments that do not exceed $25,000,000 at any time outstanding; (xii)
any Investments in any subsidiary of the Company (other than the Issuer and the
Restricted Subsidiaries) to allow for the payment of general and administrative
overhead of subsidiaries of the Company so long as the aggregate payments
pursuant to this clause (xii) shall not in any fiscal year exceed an amount
equal to $3,000,000 minus any payments made pursuant to clause (13)(D) of
the definition of “Permitted Payments” set forth in Section 1009; (xiii)
any Investments in any subsidiary of the Company (other than the Issuer and the
Restricted Subsidiaries) to allow for the payment of unfunded commitments set
forth in Schedule III, so long as the amount of all payments pursuant to this
clause (xiii) shall not exceed an amount equal to $19,500,000 in the aggregate
minus any payments made pursuant to clause (13)(F) of the definition of “Permitted
Payments” set forth in Section 1009; (xiv) Investments in Local Marketing
Agreement purchase options in an amount of up to $36,200,000 in the aggregate
plus customary closing fees and expenses; (xv) if otherwise permitted pursuant
to FCC rules and regulations and the terms and conditions of the Bank
Credit Agreement, the acquisition of any television station which is subject to
an option agreement, merger agreement or any similar agreement existing between
the Issuer, the Company and any of their respective subsidiaries and the owners
of such television station; and (xvi) any Investments in the Existing
Convertible Notes.


 


“Person” means any individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivisions thereof.


 


“Predecessor Security” of any particular Security
means every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 308 in
exchange for a mutilated Security or in lieu of a lost, destroyed or stolen
Security shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Security.


 


“Preferred Equity Interest,” as applied to the
Equity Interests of any Person, means an Equity Interest of any class or
classes (however designated) which is preferred as to the payment of dividends
or distributions, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such person, over Equity Interests of
any other class of such Person.


 


“Premises” means the Owned Premises and the Leased
Premises.


 


“Program Services Agreement” means any agreement
having a term of not less than three years with an option to extend such term
for an additional three years or more entered into by the Issuer or any of its
Subsidiaries (other than License Subsidiaries) in accordance with the Bank
Credit Agreement as in effect on the Issue Date relating to a Contract Station,
pursuant to which agreement the Issuer or any of its Subsidiaries (other than
License Subsidiaries) will obtain the right to program and sell advertising on
a substantial portion of such Contract Station’s inventory of broadcast time.


 


19

















 


“Purchase Options Deposits” means any payments made
by the Issuer to Cunningham for up to $33,000,000 in the aggregate pursuant to
the transaction contemplated by the MOU, whereby such payments are credited
toward the purchase price the Company would pay for each station owned by
Cunningham.


 


“QIB” means a qualified institutional buyer under Rule 144A
of the Securities Act.


 


“Qualified Equity Interests” of any Person means any
and all Equity Interests of such Person other than Disqualified Equity
Interests.


 


“Redemption Date” when used with respect to any
Security to be redeemed pursuant to any provision in this Indenture means the
date fixed for such redemption by or pursuant to this Indenture.


 


“Redemption Price” when used with respect to any
Security to be redeemed pursuant to any provision in this Indenture means the
price at which it is to be redeemed pursuant to this Indenture.


 


“Regular Record Date” for the interest payable on
any Interest Payment Date means the 15th day (whether or not a Business Day)
next preceding such Interest Payment Date.


 


“Regulation S” means Regulation S under the
Securities Act.


 


“Regulation S Global Securities” means one or more
permanent Global Securities in registered form representing the aggregate
principal amount of Securities sold in reliance on Regulation S under the
Securities Act.


 


“Regulation S Certificate” means a certificate
substantially in the form set forth in Exhibit A.


 


“Related Amounts” means any amounts incurred under
the Bank Credit Agreement to pay reasonable and customary fees to lenders
(including upfront fees and any original issue discount).


 


“Responsible Officer” when used with respect to the
Trustee means any officer assigned to the Corporate Trust Office or the agent
of the Trustee appointed hereunder, including any vice president, assistant
vice president, assistant secretary, or any other officer or assistant officer
of the Trustee or the agent of the Trustee appointed hereunder to whom any
corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.


 


“Restricted Payment” has the meaning specified in Section 1009.


 


“Restricted Securities Legend” means a legend substantially
in the form of the legend required in the form of Security set forth in Section 202
to be placed upon a Restricted Security.


 


20
















 


“Restricted Securities Transfer Certificate” means a
certificate substantially in the form set forth in Exhibit B.


 


“Restricted Security” means each Security required
pursuant to Section 306 to bear a Restricted Securities Legend.


 


“Restricted Subsidiary” means a Subsidiary of the
Issuer (including, for the avoidance of doubt, any Designated SBG Subsidiary)
other than an Unrestricted Subsidiary.


 


“Rule 144A” means Rule 144A under the Securities
Act.


 


“Rule 144A Global Securities” means one or more
permanent Global Securities in registered form representing the aggregate
principal amount of Securities sold in reliance on Rule 144A under the
Securities Act.


 


“Rule 144A Information” shall be such information
with respect to the Issuer and the Guarantors as is specified pursuant to Rule 144A(d)(4)
under the Securities Act (or any successor provision thereto).


 


“S&P” means Standard & Poor’s Ratings Group,
a division of the McGraw Hill Companies, or any successor rating agency.


 


“Sale and Leaseback Transaction” means any
transaction or series of related transactions pursuant to which the Issuer or a
Restricted Subsidiary sells or transfers any property or asset in connection
with the leasing, or the resale against installment payments, of such property
or asset to the seller or transferor.


 


“Secured Debt to Operating Cash Flow Ratio” means,
as of the date of determination, the ratio of (a) the aggregate principal
amount of all outstanding secured Indebtedness (other than Indebtedness secured
by a Lien that is junior to the second-priority Liens securing the Securities
and the Guarantees), of the Issuer and the Restricted Subsidiaries as of such
date on a Consolidated basis to (b) Operating Cash Flow of the Issuer and the
Restricted Subsidiaries on a Consolidated basis for the four most recent full
fiscal quarters ending immediately prior to such date, determined on a pro
forma basis (and after giving pro forma effect to (i) the incurrence of such
Indebtedness and (if applicable) the application of the net proceeds therefrom,
including to refinance other Indebtedness, as if such Indebtedness was
incurred, and the application of such proceeds occurred, at the beginning of
such four-quarter period; (ii) the incurrence, repayment or retirement of any
other Indebtedness by the Issuer and the Restricted Subsidiaries since the
first day of such four-quarter period as if such Indebtedness was incurred,
repaid or retired at the beginning of such four-quarter period (except that, in
making such computation, the amount of Indebtedness under any revolving credit
facility shall be computed based upon the average balance of such Indebtedness
at the end of each month during such four-quarter period); (iii) in the case of
Acquired Indebtedness, the related acquisition as if such acquisition had
occurred at the beginning of such four-quarter period; and (iv) any acquisition
or disposition by the Issuer and the Restricted Subsidiaries of any company or
any business or any assets out of the ordinary course of business, or any
related repayment of Indebtedness, in each case since the first day of such
four-quarter period, assuming such acquisition or disposition had been
consummated on the first day of such four-quarter period).


 


21

















 


“Securities” has the meaning specified in the
Recitals.


 


“Securities Act” means the Securities Act of 1933,
as amended.


 


“Security Agreement” means the Security Agreement,
dated as of the Issue Date, among the Issuer, the Guarantors and the Collateral
Agent.


 


“Security Documents” means (i) the Intercreditor
Agreement and (ii) the security documents (including any mortgages, deeds of
trust, deeds to secure debt, security agreements (including the Security
Agreement), pledge agreements, control agreements, agency agreements and other
instruments and documents executed and delivered pursuant to this Indenture or
any of the foregoing) granting a security interest in any assets of any Person
to secure the obligations under the Securities and the Guarantees as each may be
amended, restated, supplemented or otherwise modified from time to time.


 


“Security Register” and “Security Registrar” have
the respective meanings specified in Section 306.


 


“Significant Subsidiary” means, at any date of
determination: (i) each Guarantor or Restricted Subsidiary that, together with
its Subsidiaries that constitute Restricted Subsidiaries, (A) for the most
recent fiscal year of the Company accounted for more than 10% of the
consolidated revenues of the Company and the Restricted Subsidiaries or (B) as
of the end of such fiscal year, owned more than 10% of the consolidated assets
of the Company and the Restricted Subsidiaries, all as set forth on the
consolidated financial statements of the Company and the Restricted
Subsidiaries for such year prepared in conformity with GAAP; and (ii) any
Restricted Subsidiary which, when aggregated with all other Restricted
Subsidiaries that are not otherwise Significant Subsidiaries and as to which
any event described in Sections 501(h) or (i) has occurred, would constitute a
Significant Subsidiary under clause (i) of this definition.


 


“Special Record Date” for the payment of any
Defaulted Interest means a date fixed by the Trustee pursuant to Section 309.


 


“Stated Maturity,” when used with respect to any Indebtedness
or any installment of interest thereon, means the date specified in such
Indebtedness as the fixed date on which the principal of such Indebtedness or
such installment of interest is due and payable.


 


“Stations” means the Owned Stations and the
Contracted Stations.


 


“Subordinated Indebtedness” means Indebtedness of
the Issuer or any Guarantor subordinated in right of payment to the Securities
or any Guarantee, as the case may be.


 


“Subsidiary” means any Person a majority of the
equity ownership or the Voting Stock of which is at the time owned, directly or
indirectly, by the Issuer or by one or more other Subsidiaries, or by the
Issuer and one or more other Subsidiaries; provided that each Designated
SBG Subsidiary shall be deemed to be a Subsidiary of the Issuer for all
purposes of the Securities and this Indenture (unless the context otherwise
requires).


 


22

















 


“Successor Security” of any particular Security
means every Security issued after, and evidencing all or a portion of the same
debt as that evidenced by, such particular Security. For the purposes of this
definition, any Security authenticated and delivered under Section 308 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.


 


“Temporary Cash Investments” means (i) any evidence
of Indebtedness, maturing not more than one year after the date of acquisition,
issued by the United States of America, or an instrumentality or agency thereof
and guaranteed fully as to principal, premium, if any, and interest by the
United States of America, (ii) any certificate of deposit, maturing not more
than one year after the date of acquisition, issued by, or time deposit of, a
commercial banking institution (including the Trustee) that is a member of the
Federal Reserve System and that has combined capital and surplus and undivided
profits of not less than $500,000,000, whose debt has a rating, at the time as
of which any investment therein is made, of “P-1” (or higher) according to
Moody’s or “A-1” (or higher) according to S&P, (iii) commercial paper,
maturing not more than one year after the date of acquisition, issued by a
corporation (other than an Affiliate or Subsidiary of the Issuer) (including
the Trustee) organized and existing under the laws of the United States of
America with a rating, at the time as of which any investment therein is made,
of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to
S&P and (iv) any money market deposit accounts issued or offered by a
domestic commercial bank (including the Trustee) having capital and surplus in
excess of $500,000,000.


 


“Tender Offer Collateral Account” means any segregated
account of the Issuer pledged under the Security Documents that is under the
control of the collateral agent under the Bank Credit Agreement and that is
free from all other Liens (other than Permitted Liens described in clauses (b)(i)
and (b)(ii) of the definition of “Permitted Liens” in Section 1011) and that
includes the net proceeds of the issuance of the Initial Securities in an
amount sufficient to fund the purchase of the Existing Convertible Notes in the
Tender Offers (assuming that all Existing Convertible Notes will be tendered in
the Tender Offers), including the payment of accrued but unpaid interest
thereon, and interest earned thereon.


 


“Tender Offers” means the offers to purchase the
Existing Convertible Notes, made by and pursuant to the terms of the Offer to
Purchase, dated October 8, 2009,
and the related Letter of Transmittal, as they may be amended or supplemented.


 


“Treasury Rate” means the yield to maturity at the
time of computation of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source or similar market data))
most nearly equal to the period from the Redemption Date to November 1, 2013; provided,
however, that if the period from the Redemption Date to November 1, 2013 is not
equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Redemption Date to November 1, 2013
is less than one year, the weekly average 


 


23

















 


yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year
will be used.


 


“Trust Indenture Act” means the Trust Indenture Act
of 1939, as amended.


 


“Trustee” means the Person named as the “Trustee” in
the first paragraph of this instrument, until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean such successor Trustee.


 


“Unrestricted Securities Certificate” means a
certificate substantially in the form set forth in Exhibit D.


 


“Unrestricted Subsidiary” means (a) any Subsidiary
of the Issuer that at the time of determination shall be an Unrestricted
Subsidiary (as designated by the Board of Directors of the Issuer, as provided
below) and (b) any Subsidiary of an Unrestricted Subsidiary. The Board of
Directors of the Issuer may designate any Subsidiary of the Issuer (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
(and remove any Designated SBG Subsidiary as a Restricted Subsidiary and a
Subsidiary) if all of the following conditions apply: (i) such Subsidiary is
not liable, directly or indirectly, with respect to any Indebtedness other than
Unrestricted Subsidiary Indebtedness and (ii) any Investment in such Subsidiary
made as a result of designating such Subsidiary an Unrestricted Subsidiary
shall not violate the provisions of Section 1018. Any such designation by the
Board of Directors of the Issuer shall be evidenced to the Trustee by filing
with the Trustee a Board resolution giving effect to such designation and an
Officers’ Certificate certifying that such designation complies with the
foregoing conditions. The Board of Directors of the Issuer may designate any
Unrestricted Subsidiary as a Restricted Subsidiary; provided that
immediately after giving effect to such designation, the Issuer could incur
$1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant
to the restrictions under Section 1008.


 


“Unrestricted Subsidiary Indebtedness” of any
Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary (i) as
to which none of the Issuer or any Restricted Subsidiary is directly or
indirectly liable (by virtue of the Issuer or any such Restricted Subsidiary
being the primary obligor on, guarantor of, or otherwise liable in any respect
to, such Indebtedness), except Guaranteed Debt of the Issuer or any Restricted
Subsidiary to any Affiliate, in which case (unless the incurrence of such
Guaranteed Debt resulted in a Restricted Payment at the time of incurrence) the
Issuer shall be deemed to have made a Restricted Payment equal to the principal
amount of any such Indebtedness to the extent guaranteed at the time such
Affiliate is designated an Unrestricted Subsidiary and (ii) which, upon the
occurrence of a default with respect thereto, does not result in, or permit any
holder of any Indebtedness of the Issuer or any Restricted Subsidiary to
declare, a default on such Indebtedness of the Issuer or any Restricted
Subsidiary or cause the payment thereof to be accelerated or payable prior to
its Stated Maturity.


 


“Voting Stock” means stock of the class or classes
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the Board of Directors,
managers or trustees of a corporation (irrespective of whether or not at 


 


24

















 


the time stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).


 


“Wholly Owned Restricted Subsidiary” means a
Restricted Subsidiary all the Equity Interest of which is owned by the Issuer
or another Wholly Owned Restricted Subsidiary. The Wholly Owned Restricted
Subsidiaries of the Issuer currently consist of all the Issuer’s Restricted
Subsidiaries.


 


Section 102.  
Other Definitions.


 


	
  Term

  	
   

  	
  Defined in Section

  
	
  “Act”

  	
   

  	
  105

  
	
  “Change
  of Control Offer”

  	
   

  	
  1015

  
	
  “Change
  of Control Purchase Date”

  	
   

  	
  1015

  
	
  “Change
  of Control Purchase Notice”

  	
   

  	
  1015

  
	
  “Change
  of Control Purchase Price”

  	
   

  	
  1015

  
	
  “covenant
  defeasance”

  	
   

  	
  403

  
	
  “Defaulted
  Interest”

  	
   

  	
  309

  
	
  “defeasance”

  	
   

  	
  402

  
	
  “Defeasance
  Redemption Date”

  	
   

  	
  404

  
	
  “Defeased
  Securities”

  	
   

  	
  401

  
	
  “Deficiency”

  	
   

  	
  1012

  
	
  “Excess
  Proceeds”

  	
   

  	
  1012

  
	
  “Excluded
  Real Property”

  	
   

  	
  1404

  
	
  “Guarantor
  Obligations”

  	
   

  	
  1301

  
	
  “incur”

  	
   

  	
  1008

  
	
  “Offer”

  	
   

  	
  1012

  
	
  “Offer
  Date”

  	
   

  	
  1012

  
	
  “Offered
  Price”

  	
   

  	
  1012

  
	
  “Pari Passu Debt Amount”

  	
   

  	
  1012

  
	
  “Pari Passu Offer”

  	
   

  	
  1012

  
	
  “Permitted
  Liens”

  	
   

  	
  1011

  
	
  “Permitted
  Payments”

  	
   

  	
  1009

  
	
  “Physical
  Securities”

  	
   

  	
  305

  
	
  “refinancing”

  	
   

  	
  1008

  
	
  “Required
  Filing Dates”

  	
   

  	
  1019

  
	
  “Restricted
  Period”

  	
   

  	
  201

  
	
  “Security
  Amount”

  	
   

  	
  1012

  
	
  “Surviving
  Entity”

  	
   

  	
  801

  
	
  “Third
  Party Offer”

  	
   

  	
  1015

  
	
  “U.S.
  Government Obligations”

  	
   

  	
  404

  



 


Section 103.  
Compliance Certificates and Opinions.


 


Upon any application or request by the Issuer to the
Trustee to take any action under any provision of this Indenture or the
Security Documents (except in connection with the 


 


25

















 


issuance of Initial
Securities on the date hereof), the Issuer, any Guarantor and any other obligor
on the Securities shall furnish to the Trustee:


 


(a)   an
Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture or the applicable Security Documents (including any
covenants compliance with which constitutes a condition precedent) relating to
the proposed action have been complied with; and


 


(b)   an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with,


 


except that, in the case of any such application or request as to which
the furnishing of such documents, certificates and/or opinions is specifically
required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.


 


Every certificate or Opinion of Counsel with respect
to compliance with a condition or covenant provided for in this Indenture shall
include:


 


(a)   a
statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions herein relating thereto;


 


(b)   a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


 


(c)   a
statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


 


(d)   a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.


 


Section 104.  
Form of Documents Delivered to Trustee.


 


In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.


 


Any certificate or opinion of an officer of the
Issuer, any Guarantor or other obligor of the Securities may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or opinion
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Issuer, 


 


26

















 


any Guarantor or other
obligor of the Securities stating that the information with respect to such
factual matters is in the possession of the Issuer, any Guarantor or other
obligor of the Securities, unless such counsel knows that the certificate or
opinion or representations with respect to such matters are erroneous. Opinions
of Counsel required to be delivered to the Trustee may have qualifications
customary for opinions of the type required and counsel delivering such
Opinions of Counsel may rely on certificates of the Issuer or government or
other officials customary for opinions of the type required, including
certificates certifying as to matters of fact, including that various financial
covenants have been complied with.


 


Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.


 


Section 105.  
Acts of Holders.


 


(a)   Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Issuer. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture, if made in the
manner provided in this Section. The fact and date of the execution by any
person of any such instrument or writing or the authority of the person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient in accordance with such reasonable rules as the Trustee may
determine.


 


(b)   The ownership of Securities
shall be proved by the Security Register.


 


(c)   Any request, demand,
authorization, direction, notice, consent, waiver or other action by the Holder
of any Security shall bind every future Holder of the same Security or the
Holder of every Security issued upon the transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, suffered or omitted
to be done by the Trustee, any Paying Agent or the Issuer or any Guarantor in
reliance thereon, whether or not notation of such action is made upon such
Security.


 


(d)   If the Issuer shall solicit
from the Holders any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Issuer may, at its option, by or pursuant to
a Board Resolution, fix in advance a record date for the determination of such
Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Issuer shall have no obligation
to do so. Any such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not more than 30 days
prior to the first solicitation of Holders generally in connection therewith
and no later than the date such solicitation is completed.


 


27

















 


In the absence of any such record date fixed by the
Issuer, regardless as to whether a solicitation of the Holders is occurring on
behalf of the Issuer or any Holder, the Trustee may, at its option, fix in
advance a record date for the determination of such Holders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Trustee shall have no obligation to do so. Any such record
date shall be a date not more than 30 days prior to the first solicitation of
Holders generally in connection therewith and no later than a date such
solicitation is completed.


 


If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for
purposes of determining whether Holders of the requisite proportion of
Securities then Outstanding have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
Act, and for this purpose the Securities then Outstanding shall be computed as
of such record date; provided that no such request, demand,
authorization, direction, notice, consent, waiver or other Act by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after
the record date.


 


Section 106.  
Notices, etc., to Trustee, the Issuer and any Guarantor.


 


Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed
with:


 


(a)   the
Trustee by any Holder or by the Issuer or any Guarantor or any other obligor of
the Securities shall be sufficient for every purpose hereunder if in writing
and mailed, first-class postage prepaid, or delivered by recognized overnight
courier, to or with the Trustee at the Corporate Trust Office, Attention: U.S.
Bank Corporate Trust Services, or at any other address previously furnished in
writing to the Holders, the Issuer, any Guarantor or any other obligor of the
Securities by the Trustee;


 


(b)   the
Collateral Agent by any Holder or by the Issuer or any Guarantor or any other
obligor of the Securities shall be sufficient for every purpose hereunder if in
writing and mailed, first-class postage prepaid, or delivered by recognized
overnight courier, to or with the Collateral Agent at U.S. Bank National
Association, Two James Center, 1021 E. Cary Street, 18th Floor, Richmond, VA 23219, Attention: Melody
M. Scott, or at any other address previously furnished in writing to the
Holders, the Issuer, any Guarantor or any other obligor of the Securities by
the Trustee; or


 


(c)   the
Issuer or any Guarantor shall be sufficient for every purpose (except as
provided in Section 501(c)) hereunder if in writing and mailed, first-class
postage prepaid, or delivered by recognized overnight courier, to the Issuer or
such Guarantor addressed to it at Sinclair Television Group, Inc., 10706 Beaver
Dam Road, Hunt Valley, Maryland 21030, Attention: President or at any other
address previously furnished in writing to the Trustee by the Issuer.


 


28

















 


Section 107.  
Notice to Holders; Waiver.


 


Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or
delivered by recognized overnight courier, to each Holder affected by such
event, at his address as it appears in the Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Any notice when mailed to a Holder in the
aforesaid manner shall be conclusively deemed to have been received by such
Holder whether or not actually received by such Holder. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


 


In case by reason of the suspension of regular mail
service or by reason of any other cause, it shall be impracticable to mail
notice of any event as required by any provision of this Indenture, then any
method of giving such notice as shall be reasonably satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice.


 


Section 108.  
[Reserved].


 


Section 109.  
Effect of Headings and Table of Contents.


 


The Article and Section headings herein and the
Table of Contents are for convenience only, are not intended to be considered a
part hereof and shall not affect the construction hereof or modify or restrict
any of the terms or provisions hereof.


 


Section 110.  
Successors and Assigns.


 


All covenants and agreements in this Indenture by
the Issuer and each Guarantor shall bind their respective successors and
assigns, whether so expressed or not. 
All covenants and agreements in this Indenture by the Trustee shall bind
its successors, whether so expressed or not.


 


Section 111.  
Separability Clause.


 


In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


Section 112.  
Benefits of Indenture.


 


Nothing in this Indenture or in the Securities or
the Guarantees, express or implied, shall give to any Person (other than the
parties hereto and their successors hereunder, 


 


29

















 


any Paying Agent and the
Holders) any benefit or any legal or equitable right, remedy or claim under
this Indenture.


 


Section 113.  
Governing Law.


 


THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE
SECURITY DOCUMENTS (OTHER THAN THE MORTGAGES) SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE MORTGAGES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATES
IN WHICH THE APPLICABLE PREMISES ARE LOCATED.


 


Section 114.  
Intercreditor Agreement Control.


 


Notwithstanding anything herein to the contrary, (i) the liens and security
interests granted to the Collateral Agent pursuant to this Agreement are
expressly subject and subordinate to the liens and security interests granted
in favor of the Senior Secured Parties (as defined in the Intercreditor
Agreement), including liens and security interests granted to JPMorgan Chase
Bank, N.A., as administrative agent, pursuant to or in connection with the Bank
Credit Agreement and (ii) the exercise of any right or remedy by the Collateral
Agent hereunder is subject to the limitations and provisions of the
Intercreditor Agreement.  In the event of
any conflict between the terms of the Intercreditor Agreement and the terms of
this Indenture, the terms of the Intercreditor Agreement shall govern.


 


Section 115.  
Direction by Holders to Enter into Security Documents.


 


By accepting a
Security, each Holder is deemed to have authorized and directed the Trustee and
the Collateral Agent, as applicable, to enter into the Security Documents.


 


Section 116.  
Legal Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal or premium, if any, need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity and no interest shall accrue with respect to such
payment for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be, to the next succeeding Business
Day.


 


Section 117.  
Schedules and Exhibits.


 


All schedules and exhibits attached hereto are by
this reference made a part hereof with the same effect as if herein set forth
in full.


 


30
















 


Section 118.  
Counterparts.


 


This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.


 


ARTICLE TWO


 


SECURITY FORMS


 


Section 201.  
Forms Generally.


 


The Securities and the Trustee’s certificate of
authentication shall be in substantially the forms set forth in this Article,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities
exchange, any organizational document or governing instrument or applicable law
or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. Any portion of
the text of any Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security.


 


Securities offered and sold in reliance on Rule 144A
shall be issued initially in the form of one or more Rule 144A Global
Securities, substantially in the form set forth in Section 202, deposited upon
issuance with the Trustee, as custodian for the Depositary, registered in the
name of the Depositary or its nominee, in each case for credit by the
Depositary to an account of a direct or indirect participant of the Depositary,
duly executed by the Issuer and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Rule 144A Global Securities may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.


 


Securities offered and sold in reliance on
Regulation S shall be issued in the form of one or more Regulation S Global
Securities, substantially in the form set forth in Section 202, deposited upon
issuance with the Trustee, as custodian for the Depositary, registered in the
name of the Depositary or its nominee, in each case for credit by the
Depositary to an account of a direct or indirect participant of the Depositary,
duly executed by the Issuer and authenticated by the Trustee as hereinafter
provided; provided, however, that upon such deposit through and
including the 40th day after the later of the commencement of the offering of
Securities and the original issue date of the Securities (such period through
and including such 40th day, the “Restricted Period”), all such Securities
shall be credited to or through accounts maintained at the Depositary by or on
behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A
Global Securities in accordance with the transfer and certification
requirements described below. The aggregate principal amount of the Regulation
S Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary
or its nominee, as hereinafter provided.


 


31

















 


The terms and provisions contained in the form of
Securities set forth in Sections 202 through 204 shall constitute, and are
expressly made, a part of this Indenture and, to the extent applicable, the
Issuer, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound
thereby.


 


Section 202.  
Form of Face of Security.


 


(a)   The form of the face of any
Security authenticated and delivered hereunder shall be substantially as
follows:


 


[If the Security is a Rule 144A
Global Security or an Institutional Accredited Investor Global Security, insert
— THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY
BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY
INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS
THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
MEANING OF SUBPARAGRAPH (A)(1), (A)(2), (A)(3) OR (A)(7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL “ACCREDITED INVESTOR,” IN EACH CASE IN A TRANSACTION INVOLVING A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (E) OR (F) TO REQUIRE THE DELIVERY OF AN


 


32

















 


OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE
RESTRICTION TERMINATION DATE.]


 


[If the Security is a
Regulation S Global Security, insert — THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR
WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS
40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO
A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1),
(A)(2), (A)(3) OR (A)(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS NOT A
QUALIFIED INSTITUTIONAL BUYER AND THAT IS ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” IN
EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION
TERMINATION DATE.]


 


33

















 


[If the Security is a
Global Security, insert — UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]


 


[If the Security has more
than a de minimis amount of original issue discount for federal income tax
purposes, insert — THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE
DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A
HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE
DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A WRITTEN REQUEST FOR
SUCH INFORMATION TO: CORPORATE SECRETARY, SINCLAIR TELEVISION GROUP, INC.,
10706 BEAVER DAM ROAD

HUNT VALLEY, MARYLAND 21030, TELEPHONE (410) 568-1591.


 


	
  No.

  	
   

  	
  CUSIP No.

  	
   

  



 


Principal
Amount $                , or such

other amount as shall be set forth in the Schedule of

Increases or Decreases in Global Note attached hereto


 


SINCLAIR TELEVISION GROUP, INC.


 






 


9.25% SENIOR SECURED SECOND LIEN NOTES DUE
2017


 


SINCLAIR TELEVISION GROUP, INC., a Maryland
corporation (herein called the “Issuer,” which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to              or registered assigns, the principal sum of                      United States dollars ($                ), or such other amount as
shall be set forth in the Schedule of Increases or Decreases in Global Note
attached hereto, on November 1, 2017, at the office or agency of the Issuer
referred to below, and to pay interest thereon from October 29, 2009, or from
the most recent Interest Payment Date to which interest has been paid or duly 


 


34

















 


provided for, semiannually
on May 1 and November 1 in each year, commencing May 1, 2010 at the rate of
9.25% per annum, if any, in United States dollars, until the principal hereof
is paid or duly provided for.


 


The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the April 15 or October 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid, or duly provided for, and interest on
such defaulted interest at the interest rate borne by the Securities, to the
extent lawful, shall forthwith cease to be payable to the Holder on such
Regular Record Date, and may be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such defaulted interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.


 


Payment of the principal of, premium, if any, and
interest on this Security will be made at the office or agency of the Issuer
maintained for that purpose, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made
at the option of the Issuer by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register. If any
of the Securities are held by the Depositary, payments of interest to the
Depositary may be made by wire transfer to the Depositary. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.


 


Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.


 


This Security is entitled to the benefits of
Guarantees by each of the Guarantors of the punctual payment when due of the
Indenture Obligations made in favor of the Trustee for the benefit of the
Holders. Reference is hereby made to Article Thirteen of the Indenture for a
statement of the respective rights, limitations of rights, duties and
obligations under the Guarantees of each of the Guarantors.


 


All references in this Security or in the Indenture
to accrued and unpaid interest shall be deemed to include, to the extent
applicable, a reference to Penalty Interest.


 


Unless the certificate of authentication hereon has
been duly executed by the Trustee referred to on the reverse hereof or by the
authenticating agent appointed as provided in the Indenture by manual
signature, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.


 


35

















 


IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed by the manual or facsimile signature of its
authorized officers.


 


	
  Dated:

  	
   

  	
              SINCLAIR TELEVISION GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  	
   

  



 


Section 203.  
Form of Reverse of Securities.


 


(a)   The form of the reverse of
the Securities shall be substantially as follows:


 


SINCLAIR TELEVISION GROUP, INC.


 






 


9.25% SENIOR SECURED SECOND LIEN NOTE DUE
2017


 


This Security is one of a duly authorized issue of
Securities of the Issuer designated as its 9.25% Senior Secured Second Lien
Notes due 2017 (herein called the “Securities”), initially limited (except as
otherwise provided in the Indenture referred to below) in aggregate principal
amount to $500,000,000, which may be issued under an indenture (herein called
the “Indenture”), dated as of October 29, 2009, among the Issuer, the
Guarantors and U.S. Bank National Association, as trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties, obligations
and immunities thereunder of the Issuer, the Guarantors, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities and the
Guarantees are, and are to be, authenticated and delivered.


 


The Issuer may, from time to time, without notice to
or the consent of the Holders of the Securities, create and issue further
Securities (“Additional Securities”) under the Indenture ranking equally with
the Securities in all respects, subject to the limitations described in Section
1008 of the Indenture. Such Additional Securities will be consolidated and form
a single series with the Securities, vote together with the Securities and have
the same terms as to status, redemption or otherwise as the Securities.


 


The Securities shall be secured by second-priority
Liens and security interests, subject to Permitted Liens, in the Collateral on
the terms and conditions set forth in the Indenture and the Security Documents.
The Collateral Agent holds the Collateral in trust for the benefit of the
Trustee and the Holders, in each case pursuant to the Security Documents. Each
Holder, by accepting this Security, consents and agrees to the terms of the
Security Documents (including the provisions providing for the foreclosure and
release of Collateral) as the same may be in effect or may be amended from time
to time in accordance with their terms and the Indenture and 


 


36

















 


authorizes and directs the
Collateral Agent to enter into the Security Documents, and to perform its
obligations and exercise its rights thereunder in accordance therewith.


 


The Indenture contains provisions for defeasance at
any time of (a) the entire Indebtedness on the Securities and (b) certain
restrictive covenants and related Defaults and Events of Default, in each case
upon compliance or noncompliance with certain conditions set forth therein.


 


The Securities are subject to redemption at any time
on or after November 1, 2013, at the option of the Issuer, in whole or in part,
on not less than 15 nor more than 60 days’ prior notice by first-class mail in
amounts of $2,000 or an integral multiple of $1,000 in excess thereof at the
following redemption prices (expressed as a percentage of the principal
amount), if redeemed during the 12-month period beginning November 1 of the
years indicated below:


 


	
  Year

  	
   

  	
  Redemption Price

  	
   

  
	
  2013

  	
   

  	
  104.625

  	
  %

  
	
  2014

  	
   

  	
  102.313

  	
  %

  
	
  2015 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


in each case together with accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on relevant record dates to receive interest due on an interest payment
date).


 


Prior to November 1, 2012, the Issuer may redeem up
to 35% of the principal amount of Securities issued under the Indenture
(calculated after giving effect to any issuance of Additional Securities) with
the Net Cash Proceeds of one or more Equity Offerings at a redemption price of
109.25% of the aggregate principal amount, together with accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on relevant record dates to receive interest due on an interest payment
date); provided that


 


(i)            at
least 65% of the original principal amount of the Securities (calculated after
giving effect to any issuance of Additional Securities) remains Outstanding
after each such redemption; and


 


(ii)           the
redemption occurs within 90 days after the closing of such Equity Offering.


 


In addition, at any time prior to November 1, 2013,
upon not less than 15 nor more than 60 days’ prior notice, the Issuer may
redeem the Securities, in whole but not in part, at a redemption price equal to
100% of the principal amount thereof plus the Applicable Premium plus accrued
and unpaid interest, if any, to the Redemption Date (subject to the right of
holders of record on the relevant record date to receive interest due on the
relevant Interest Payment Date).


 


“Applicable Premium” means, with respect to a
Security on any Redemption Date, the greater of (i) 1.0% of the principal
amount of such Security and (ii) the excess, if any, of (a) the present value
as of such Redemption Date of (x) the redemption price of such Security on November
1, 2013 (each such redemption price being described under Section 1101(c)) plus



 


37

















 


(y) all required interest
payments due on such Security through November 1, 2013 (excluding accrued but
unpaid interest to the Redemption Date), computed using a discount rate equal
to the Treasury Rate as of such Redemption Date plus 50 basis points, over (b) the
then-outstanding principal of such Security.


 


“Treasury Rate” means the yield to maturity at the
time of computation of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source or similar market data)) most
nearly equal to the period from the Redemption Date to November 1, 2013; provided,
however, that if the period from the Redemption Date to November 1, 2013 is not
equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Redemption Date to November 1, 2013
is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be
used.


 


If the Optional Redemption date is on or after a Regular
Record Date and on or before the related Interest Payment Date, the accrued and
unpaid interest, if any, will be paid to the Person in whose name the Security
is registered at the close of business, on such Regular Record Date, and no
additional interest will be payable to holders whose Securities will be subject
to redemption by the Issuer.


 


In the case of any partial redemption, selection of
the Securities for redemption shall be made by the Trustee in compliance with
the requirements of the principal national securities exchange, if any, on
which the Securities are listed or, if the Securities are not listed, then on a
pro rata basis, by lot or by such other method as the Trustee in its sole
discretion shall deem to be fair and appropriate consistent with any applicable
procedures of DTC, although no Note of $2,000 in original principal amount or
less shall be redeemed in part.  If any
Security is to be redeemed in part only, the notice of redemption relating to
such Security shall state the portion of the principal amount thereof to be
redeemed.  A new Security in principal
amount equal to the unredeemed portion thereof shall be issued in the name of
the holder thereof upon cancellation of the original Security.


 


Upon the occurrence of a Change of Control, each
Holder may require the Issuer to repurchase all or a portion of such Holder’s
Securities in an amount of $2,000 or integral multiples of $1,000 in excess
thereof, at a purchase price in cash equal to 101% of the principal amount
thereof, together with accrued and unpaid interest, if any, to the date of
repurchase.


 


Under certain circumstances, in the event the Net
Cash Proceeds received by the Issuer or a Restricted Subsidiary from any Asset
Sale, which proceeds are not used to permanently prepay secured Indebtedness or
Pari Passu Indebtedness or invested in properties or assets used in the
businesses of the Issuer, exceed $10,000,000, the Issuer will be required to
apply such proceeds to the repayment of the Securities and Pari Passu Indebtedness.


 


38

















 


If an Event of Default shall occur and be
continuing, the principal amount of all the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture.


 


If this Security is in certificated form, then as
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable on the Security Register of the
Issuer, upon surrender of this Security for registration of transfer at the
office or agency of the Issuer maintained for such purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Security Registrar duly executed by, the Holder hereof or its attorney
duly authorized in writing, and thereupon one or more new Securities, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 


If this Security is a Global Security, except as
described below, it is not exchangeable for a Security or Securities in
certificated form. The Securities will be delivered in certificated form if (i)
the Depositary ceases to be registered as a clearing agency under the Exchange
Act or is no longer willing or able to provide securities depository services
with respect to the Securities, (ii) the Issuer so determines or (iii) there
shall have occurred an Event of Default or an event which, with the giving of
notice or lapse of time or both, would constitute an Event of Default with
respect to the Securities represented by such Global Security. Upon any such
issuance, the Trustee is required to register such certificated Security in the
name of, and cause the same to be delivered to, such Person or Persons (or the
nominee of any thereof). All such certificated Securities would be required to
include the Restricted Securities Legend.


 


At any time when the Company is not subject to
Sections 13 or 15(d) of the Exchange Act, upon the written request of a Holder
of a Security, the Issuer will promptly furnish or cause to be furnished Rule 144A
Information to such Holder or to a prospective purchaser of such Security who
such Holder informs the Issuer is reasonably believed to be a QIB, as the case
may be, in order to permit compliance by such Holder with Rule 144A under the
Securities Act.


 


The Indenture permits, with certain exceptions
(including certain amendments permitted without the consent of any Holders) as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the Guarantors and the rights of the Holders
under the Indenture and the Guarantees at any time by the Issuer, the
Guarantors and the Trustee with the consent of the Holders of a specified percentage
in aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Issuer and the Guarantors with certain provisions of the
Indenture and the Guarantees and certain past Defaults under the Indenture and
the Guarantees and their consequences. Any such consent or waiver by or on
behalf of the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this
Security.


 


39

















 


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the
obligation of the Issuer, any Guarantor or any other obligor upon the
Securities (in the event such other obligor is obligated to make payments in
respect of the Securities), which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Security at the times,
place, and rate, and in the coin or currency, herein prescribed.


 


The Securities are issuable only in registered form
without coupons in denominations of $2,000 and any integral multiples of 1,000
in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Securities are exchangeable for a like
aggregate principal amount of Securities of a different authorized
denomination, as requested by the Holder surrendering the same.


 


No service charge shall be made for any registration
of transfer or exchange or redemption of Securities, but the Issuer may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


 


Prior to and at the time of due presentment of this
Security for registration of transfer, the Issuer, the Trustee and any agent of
the Issuer or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes (subject to provisions with
respect to record dates for the payment of interest), whether or not this
Security is overdue, and neither the Issuer, the Trustee nor any agent shall be
affected by notice to the contrary.


 


Customary abbreviations may be used in the name of a
Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants
by the entirety), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors
Act).


 


Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures the Company has caused
CUSIP numbers to be printed on the Securities. 
No representation is made as to the accuracy of such numbers as printed
on the Securities and reliance may be placed only on the other identification
numbers placed thereon.


 


THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


 


All terms used in this Security which are defined in
the Indenture and not otherwise defined herein shall have the meanings assigned
to them in the Indenture.


 


The Issuer shall furnish to any Holder upon written
request and without charge to the Holder a copy of the Indenture which has in
it the text of this Security in larger type. 
Requests may be made to:


 


Sinclair
Television Group, Inc.


10706
Beaver Dam Road


Hunt
Valley, Maryland 21030


Attention:
President


 


40
















 


[TO BE ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY


 


The following increases or decreases in this Global
Security have been made:


 


	
  Date
  of Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount of this

  Global Security

  	
   

  	
  Amount of increase in

  Principal Amount of this

  Global Security

  	
   

  	
  Principal Amount of this

  Global Security following

  such decrease or increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or

  Securities Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you wish to have this Security purchased by the
Issuer pursuant to Section 1012 or Section 1015, as applicable, of the
Indenture, check the Box:  o


 


If you wish to have a portion of this Security
purchased by the Issuer pursuant to Section 1012 or Section 1015, as
applicable, of the Indenture, state the amount (in original principal amount):


 


$                                      .


 


	
  Date:

  	
   

  	
  Your Signature:

  



 


(Sign exactly as your name
appears on the other side of this Security)


 


	
  Signature Guarantee:

  	
   

  



 


Signature must be guaranteed by an eligible
Guarantor Institution (banks, stock brokers, savings and loan associations and
credit unions) with membership in an approved guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15


 


Section 204.  
Form of Trustee’s Certificate of Authentication.


 


The Trustee’s certificate of authentication shall be
included on the Securities and shall be substantially in the form as follows:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION.


 


This is one of the Securities referred to in the
within-mentioned Indenture.


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
           Authorized Signatory

  



 


Section 205.  
Form of Guarantee of Each of the Guarantors.


 


The form of Guarantee shall be set forth on
the Securities substantially as follows:


 


41

















 


GUARANTEES


 


For value received, each of the undersigned hereby
fully, unconditionally and irrevocably guarantees, as primary obligor and not
merely as surety, jointly and severally, to each Holder of this Security and
the Trustee the payment of principal of, premium, if any, and interest on this
Security in the amounts and at the time when due and interest on the overdue
principal and interest, if any, of this Security, if lawful, and the payment or
performance of all other obligations and liabilities of the Issuer under the
Indenture, the Securities and the Security Documents (all of the foregoing
being hereinafter collectively called the “Guarantor Obligations”) to the
Holder of this Security and the Trustee, all in accordance with and subject to
the terms and limitations of this Security and Article Thirteen of the
Indenture. Reference is hereby made to the Indenture for the precise terms of
the Guarantee.


 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SINCLAIR
  BROADCAST GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WCGV,
  INC.

  
	
   

  	
   

  	
  SINCLAIR
  ACQUISITION IV, INC.

  
	
   

  	
   

  	
  WLFL,
  INC.

  
	
   

  	
   

  	
  SINCLAIR
  MEDIA I, INC.

  
	
   

  	
   

  	
  WSMH,
  INC.

  
	
   

  	
   

  	
  SINCLAIR
  MEDIA II, INC.

  
	
   

  	
   

  	
  WSTR
  LICENSEE, INC.

  
	
   

  	
   

  	
  WGME,
  INC.

  
	
   

  	
   

  	
  SINCLAIR
  MEDIA III, INC.

  
	
   

  	
   

  	
  WTTO,
  INC.

  
	
   

  	
   

  	
  WTVZ,
  INC.

  
	
   

  	
   

  	
  WYZZ,
  INC.

  
	
   

  	
   

  	
  KOCB,
  INC.

  
	
   

  	
   

  	
  WDKY,
  INC.

  
	
   

  	
   

  	
  WYZZ
  LICENSEE, INC.

  
	
   

  	
   

  	
  KLGT,
  INC.

  
	
   

  	
   

  	
  SINCLAIR
  TELEVISION COMPANY II, INC.

  
	
   

  	
   

  	
  WSYX
  LICENSEE, INC.

  
	
   

  	
   

  	
  WGGB,
  INC.

  
	
   

  	
   

  	
  WTWC,
  INC.

  
	
   

  	
   

  	
  SINCLAIR
  COMMUNICATIONS II, INC.

  
	
   

  	
   

  	
  SINCLAIR
  HOLDINGS I, INC.

  
	
   

  	
   

  	
  SINCLAIR
  HOLDINGS II, INC.

  
	
   

  	
   

  	
  SINCLAIR
  HOLDINGS III, INC.

  



 


42

















 


	
   

  	
   

  	
  SINCLAIR
  TELEVISION COMPANY, INC.

  
	
   

  	
   

  	
  SINCLAIR
  TELEVISION OF BUFFALO, INC.

  
	
   

  	
   

  	
  SINCLAIR
  TELEVISION OF CHARLESTON, INC.

  
	
   

  	
   

  	
  SINCLAIR
  TELEVISION OF NASHVILLE, INC.

  
	
   

  	
   

  	
  SINCLAIR
  TELEVISION OF NEVADA, INC.

  
	
   

  	
   

  	
  SINCLAIR
  TELEVISION OF TENNESSEE, INC.

  
	
   

  	
   

  	
  SINCLAIR
  TELEVISION LICENSE HOLDER, INC.

  
	
   

  	
   

  	
  SINCLAIR
  TELEVISION OF DAYTON, INC.

  
	
   

  	
   

  	
  SINCLAIR ACQUISITION VII, INC.

  
	
   

  	
   

  	
  SINCLAIR ACQUISITION VIII, INC.

  
	
   

  	
   

  	
  SINCLAIR ACQUISITION IX, INC.

  
	
   

  	
   

  	
  SINCLAIR ACQUISITION X, INC.

  
	
   

  	
   

  	
  MONTECITO
  BROADCASTING CORPORATION

  
	
   

  	
   

  	
  CHANNEL
  33, INC.

  
	
   

  	
   

  	
  WNYO,
  INC.

  
	
   

  	
   

  	
  NEW
  YORK TELEVISION, INC.

  
	
   

  	
   

  	
  BIRMINGHAM
  (WABM-TV) LICENSEE, INC.

  
	
   

  	
   

  	
  RALEIGH
  (WRDC-TV) LICENSEE, INC.

  
	
   

  	
   

  	
  SAN
  ANTONIO (KRRT-TV) LICENSEE, INC.

  
	
   

  	
   

  	
  WVTV
  LICENSEE, INC.

  
	
   

  	
   

  	
  SINCLAIR
  PROPERTIES, LLC

  
	
   

  	
   

  	
  SINCLAIR
  PROPERTIES II, LLC

  
	
   

  	
   

  	
  KBSI
  LICENSEE L.P.

  
	
   

  	
   

  	
  WMMP
  LICENSEE L.P.

  
	
   

  	
   

  	
  WSYT
  LICENSEE L.P.

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Properties, LLC, General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WEMT
  LICENSEE L.P.

  
	
   

  	
   

  	
  WKEF
  LICENSEE L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Properties II, LLC, General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WGME
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  WGME,
  Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WICD
  LICENSEE, LLC

  
	
   

  	
   

  	
  WICS
  LICENSEE, LLC

  
	
   

  	
   

  	
  KGAN
  LICENSEE, LLC

  
	
   

  	
   

  	
  KFXA
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Sinclair
  Acquisition IV, Inc., Member

  



 


43

















 


	
   

  	
   

  	
  WSMH
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  WSMH,
  Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WPGH LICENSEE, LLC

  
	
   

  	
   

  	
  KDNL LICENSEE, LLC

  
	
   

  	
   

  	
  WCWB LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Media I, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WTVZ
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  WTVZ,
  Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KLGT
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  KLGT,
  Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WCGV
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  WCGV,
  Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KUPN
  LICENSEE, LLC

  
	
   

  	
   

  	
  WEAR
  LICENSEE, LLC

  
	
   

  	
   

  	
  WFGX
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Media II, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WLFL
  LICENSEE, LLC

  
	
   

  	
   

  	
  WRDC,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  WLFL,
  Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WTTO
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  WTTO,
  Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WTWC
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  WTWC,
  Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WGGB
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  WGGB,
  Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KOCB
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  KOCB,
  Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)   WDKY
  LICENSEE, LLC

  
	
   

  	
   

  	
  KOKH,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  WDKY,
  Inc., Member

  



 


44

















 


	
   

  	
   

  	
  KOKH
  LICENSEE, LLC,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  KOKH,
  LLC, Member of KOKH Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  WDKY,
  Inc., Member of KOKH, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WUPN
  LICENSEE, LLC

  
	
   

  	
   

  	
  WUTV
  LICENSEE, LLC

  
	
   

  	
   

  	
  WXLV
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Television of Buffalo, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WUXP
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Television of Tennessee, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WCHS
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Media III, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SINCLAIR FINANCE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  KLGT,
  Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WZTV LICENSEE, LLC

  
	
   

  	
   

  	
  WVAH LICENSEE, LLC

  
	
   

  	
   

  	
  WNAB Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Television of Nashville, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WMSN LICENSEE, LLC

  
	
   

  	
   

  	
  WUHF LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Television Company, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WTAT LICENSEE, LLC

  
	
   

  	
   

  	
  WRLH LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Television of Charleston, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WRGT LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Television of Dayton, Inc., Member

  



 


45

















 


	
   

  	
   

  	
  SINCLAIR NEWSCENTRAL, LLC

  
	
   

  	
   

  	
  CHESAPEAKE TELEVISION LICENSEE, LLC

  
	
   

  	
   

  	
  KABB LICENSEE, LLC

  
	
   

  	
   

  	
  WLOS LICENSEE, LLC

  
	
   

  	
   

  	
  SAN ANTONIO TELEVISION, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair Communications, LLC, Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Television Group, Inc., Sole Member of Sinclair Communications, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SINCLAIR
  PROGRAMMING COMPANY, LLC

  
	
   

  	
   

  	
  SINCLAIR
  COMMUNICATIONS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Television Group, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KDSM,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Broadcast Group, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KDSM
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  KDSM,
  LLC, Sole Member of KDSM Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Broadcast Group, Inc., Sole Member of KDSM, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WDKA
  LICENSEE, LLC

  
	
   

  	
   

  	
  WNYS
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sinclair
  Properties, LLC, Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  , in his capacity as

  
	
   

  	
   

  	
   

  	
  , as the case may be

  



 


	
  Attest

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  In
  his capacity as Executive Vice President, Secretary or Manager, as the case
  may be

  	
   

  
					



 


46
















 


ARTICLE
THREE


 


THE
SECURITIES


 


Section 301.  
Title and Terms.


 


The aggregate principal amount of Securities that
may be authenticated and delivered under this Indenture is unlimited. The
aggregate principal amount of Initial Securities which will be authenticated
and delivered under this Indenture is $500,000,000 in principal amount of
Initial Securities, except for Initial Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other
Initial Securities pursuant to Sections 303, 304, 305, 306, 307, 308, 906,
1012, 1015 or 1108. In addition, the Issuer may issue, from time to time,
without notice to or the consent of the Holders and in accordance with the
provisions of this Indenture, including, without limitation, Section 1008,
Additional Securities, ranking equally with the Initial Securities in all
respects. Such Additional Securities may be consolidated and form a single
series with the Initial Securities, vote together with the Initial Securities
and have the same terms as to status, redemption or otherwise as the Initial
Securities.


 


Notwithstanding anything to the contrary contained
herein, the Issuer may not issue any Additional Securities, unless immediately
after giving effect to such issuance, no Default or Event of Default shall have
occurred and be continuing.


 


The Securities shall be known and designated as the “9.25%
Senior Secured Second Lien Notes due 2017” of the Issuer. Additional Securities
shall be known and designated as the “9.25% Senior Secured Second Lien Notes
due 2017” of the Issuer.


 


With respect to any Additional Securities, the
Issuer shall set forth in (a) a Board Resolution and (b) (i) an
Officers’ Certificate or (ii) one or more indentures supplemental hereto,
the following information:


 


(1)           The aggregate principal amount of such Additional
Securities to be authenticated and delivered pursuant to this Indenture; and


 


(2)           the issue price and the issue date of such Additional
Securities.


 


In authenticating and delivering Additional
Securities, the Trustee shall be entitled to receive and shall be fully
protected in relying upon, in addition to the Opinion of Counsel and Officers’
Certificate required by Section 103, an Opinion of Counsel as to the due
authorization, execution, delivery, validity and enforceability of such
Additional Securities.


 


Unless otherwise specified herein, the Initial
Securities and the Additional Securities shall be considered collectively as a
single class for all purposes of this Indenture and are together referred to as
the “Securities.”  Holders of the Initial
Securities and the Additional Securities shall vote and consent together on all
matters to which such Holders are entitled to vote or consent as one class, and
none of the Holders of the Initial Securities or the Additional Securities
shall have the right to vote or consent as a separate class on any matter to
which such 


 


47

















 


Holders are entitled to vote
or consent. Each of the Initial Securities and the Additional Securities rank
pari passu in right of payment with each other.


 


The Stated Maturity of the Securities shall be November 1,
2017, and the Securities shall each bear interest at the rate of 9.25% from October 29,
2009 or from the most recent Interest Payment Date to which interest has been
paid, as the case may be, payable on May 1, 2010 and semiannually
thereafter on May 1 and November 1, in each year, until the principal
thereof is paid or duly provided for.


 


The principal of, premium, if any, and interest on
the Securities shall be payable at the office or agency of the Issuer
maintained for such purpose; provided, however, that at the option of
the Issuer, interest may be paid (i) by check mailed to addresses of the
Persons entitled thereto as such addresses shall appear on the Security
Register or (ii) by wire transfer in immediately available funds to an
account specified (not later than one Business Day prior to the applicable
Interest Payment Date) by the Holder thereof. If any of the Securities are held
by the Depositary, payments of interest may be made by wire transfer to the
Depositary. The Trustee is hereby initially designated as the Paying Agent
under this Indenture.


 


Section 302.  
Denominations.


 


The Securities shall be issuable only in fully
registered form without coupons and only in denominations of $2,000 and any
integral multiples of $1,000 in excess thereof.


 


Section 303.  
Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of the Issuer
by one of its Chairman of the Board, its President or one of its Vice
Presidents attested by its Secretary or one of its Assistant Secretaries.


 


Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Issuer shall bind the Issuer, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices on the date of such Securities.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Issuer may deliver Securities
executed by the Issuer to the Trustee for authentication, together with an
Issuer Order for the authentication and delivery of such Securities; and the
Trustee in accordance with such Issuer Order shall authenticate and deliver
such Securities as provided in this Indenture and not otherwise.


 


Each Security shall be dated the date of its
authentication.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears
on such Security a certificate of authentication substantially in the form
provided for herein duly executed by the Trustee by manual signature of an
authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.


 


48

















 


In case the Issuer or any Guarantor, pursuant to Article Eight,
shall be consolidated, merged with or into any other Person or shall sell,
assign, convey, transfer or lease substantially all of its properties and
assets to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Issuer or such
Guarantor shall have been merged, or the Person which shall have received a
sale, assignment, conveyance, transfer or lease as aforesaid, shall have
executed an indenture supplemental hereto with the Trustee pursuant to Article Eight,
any of the Securities authenticated or delivered prior to such consolidation,
merger, sale, assignment, conveyance, transfer or lease may, from time to time,
at the request of the successor Person, be exchanged for other Securities
executed in the name of the successor Person with such changes in phraseology
and form as may be appropriate, but otherwise in substance of like tenor as the
Securities surrendered for such exchange and of like principal amount; and the
Trustee, upon Issuer Request of the successor Person, shall authenticate and
deliver Securities as specified in such request for the purpose of such
exchange. If Securities shall at any time be authenticated and delivered in any
new name of a successor Person pursuant to this Section in exchange or
substitution for or upon registration of transfer of any Securities, such
successor Person, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time Outstanding for
Securities authenticated and delivered in such new name.


 


The Trustee may appoint an authenticating agent
acceptable to the Issuer to authenticate Securities on behalf of the Trustee.
Unless limited by the terms of such appointment, an authenticating agent may
authenticate Securities whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as any Security Registrar or
Paying Agent to deal with the Issuer and its Affiliates.


 


Section 304.  
Temporary Securities.


 


Pending the preparation of definitive Securities,
the Issuer may execute, and upon Issuer Order, the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as conclusively evidenced
by their execution of such Securities.


 


After the preparation of definitive Securities, the
temporary Securities shall be exchangeable for definitive Securities upon
surrender of the temporary Securities at the office or agency of the Issuer
designated for such purpose pursuant to Section 1002, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Issuer shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities
of authorized denominations. Until so exchanged the temporary Securities shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities.


 


49

















 


Section 305.  
Global Securities.


 


(a)   Each Global
Security initially shall (i) be registered in the name of the Depositary
for such Global Security or the nominee of such Depositary, (ii) be
deposited with, or on behalf of, the Depositary or with the Trustee as
custodian for such Depository, for credit to the respective accounts of the
purchasers (or to such other accounts as they may direct) at Euroclear or Clearstream
and (iii) bear legends as set forth in Section 202(a); provided,
however, the Securities are eligible to be in the form of a Global Security.


 


Members of, or participants in, the Depositary shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Security, and the Depositary may be treated by the Issuer, the Trustee
and any agent of the Issuer or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Issuer, the Trustee or any agent of the Issuer from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its
Agent Members, the operation of customary practices governing the exercise of
the rights of a Holder of any Security.


 


(b)   Transfers of
the Global Security shall be limited to transfers of such Global Security in
whole, but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in a Global Security may be
transferred in accordance with the rules and procedures of the Depositary
and the provisions of Section 307. Under the circumstances described in
this clause (b) below, beneficial owners shall obtain certified, physical
securities in the form set forth in Sections 202, 203 and 204 (“Physical
Securities”) in exchange for their beneficial interests in a Global Security in
accordance with the Depositary’s and the Securities Registrar’s procedures. In
connection with the execution, authentication and delivery of such Physical
Securities, the Security Registrar shall reflect on its books and records a
decrease in the principal amount of the Global Security equal to the principal
amount of such Physical Securities and the Issuer shall execute and the Trustee
shall authenticate and deliver one or more Physical Securities having an equal
aggregate principal amount. The Securities shall be delivered in the form of
Physical Securities if (i) the Depositary ceases to be registered as a
clearing agency under the Exchange Act or is not willing or no longer willing
or able to provide securities depository services with respect to the
Securities and a successor depositary is not appointed by the Issuer within 90
days, (ii) the Issuer, in its sole discretion, so determines and notifies
the Trustee in writing that it elects to cause the issuance of the Securities
in certificated form or (iii) there shall have occurred and be continuing
an Event of Default or an event which, with the giving of notice or lapse of
time or both, would constitute an Event of Default with respect to the
Securities represented by such Global Security.


 


(c)   In connection
with any transfer of a portion of the beneficial interest in a Global Security
pursuant to subsection (b) of this Section 305 to beneficial owners
who are entitled to hold Physical Securities, the Security Registrar shall
reflect on its books and records the date and a decrease in the principal
amount of a Global Security in an amount equal to the principal amount of the
beneficial interest in the Global Security to be transferred, and the Issuer
shall execute, and the Trustee shall authenticate and deliver, one or more
Physical Securities of like tenor and amount.


 


50

















 


(d)   In connection
with the transfer of the entire Global Security to beneficial owners pursuant
to subsection (b) of this Section 305, a Global Security shall be
deemed to be surrendered to the Trustee for cancellation, and the Issuer shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in a
Global Security, an equal aggregate principal amount of Physical Securities of
authorized denominations.


 


(e)   Any Physical
Security delivered in exchange for an interest in Global Securities pursuant to
subsection (c) or subsection (d) of this Section shall, except
as otherwise provided in Section 307, bear the Restricted Securities
Legend.


 


(f)   The registered
Holder of a Global Security may grant proxies and otherwise authorize any
person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.


 


(g)   The Depositary
or its nominee, as registered owner of a Global Security, shall be the Holder
of such Global Security for all purposes under this Indenture and the
Securities, and owners of beneficial interests in a Global Security shall hold
such interests pursuant to the Depositary’s customary procedures. Accordingly,
any such owner’s beneficial interest in a Global Security shall be shown only
on, and the transfer of such interest shall be effected only through, records
maintained by the Depositary or its nominee or its Agent Members.


 


Section 306.  
Registration, Registration of Transfer and Exchange.


 


The Issuer shall cause to be kept at the Corporate
Trust Office of the Trustee, or such other office as the Trustee may designate,
a register (the register maintained in such office and in any other office or
agency designated pursuant to Section 1002 being herein sometimes referred
to as the “Security Register”) in which, subject to such reasonable regulations
as the Security Registrar may prescribe, the Issuer shall provide for the
registration of Securities and of transfers of Securities. The Trustee or an
agent thereof or of the Issuer shall initially be the “Security Registrar” for
the purpose of registering Securities and transfers of Securities as herein
provided.


 


Upon surrender for registration of transfer of any
Security at the office or agency of the Issuer designated pursuant to Section 1002,
the Issuer shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Securities of any authorized denomination or denominations, of a like aggregate
principal amount.


 


Furthermore, any Holder of a Global Security shall,
by acceptance of such Global Security, agree that transfers of beneficial
interest in such Global Security may be effected only through a book-entry
system maintained by the Holder of such Global Security (or its agent), and
that ownership of a beneficial interest in the Securities shall be required to
be reflected in a book entry.


 


51

















 


At the option of the Holder, Securities may be
exchanged for other Securities of any authorized denomination or denominations,
of a like aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Issuer shall execute, and the Trustee shall authenticate and
deliver, the Securities of the same series which the Holder making the exchange
is entitled to receive.


 


All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the
Issuer, evidencing the same Indebtedness, and entitled to the same benefits
under this Indenture, as the Securities surrendered upon such registration of
transfer or exchange.


 


Every Security presented or surrendered for
registration of transfer, or for exchange or redemption shall (if so required
by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.


 


No service charge shall be made to a Holder for any
registration of transfer or exchange or redemption of Securities, but the
Issuer may require payment of a sum sufficient to pay all documentary, stamp or
similar issue or transfer taxes or other governmental charges that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Sections 303, 304, 305, 306, 307,
308, 906, 1012, 1015 or 1108 not involving any transfer.


 


The Issuer shall not be required (a) to issue,
register the transfer of or exchange any Security during a period beginning at
the opening of business (i) 15 days before the date of selection of
Securities for redemption under Section 1104 and ending at the close of
business on the day of such selection or (ii) 15 days before an Interest
Payment Date and ending on the close of business on the Interest Payment Date,
or (b) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of Securities
being redeemed in part.


 


Every Restricted Security shall be subject to the
restrictions on transfer provided in the legend required to be set forth on the
face of each Restricted Security pursuant to Section 202(a), and the
restrictions set forth in this Section 306, and the Holder of each
Restricted Security, by such Holder’s acceptance thereof (or interest therein),
agrees to be bound by such restrictions on transfer.


 


Any Restricted Security as to which such
restrictions on transfer shall have expired in accordance with their terms or
shall have terminated may, upon surrender of such Restricted Security for
exchange to the Security Registrar in accordance with the provision of this Section 306
(accompanied, in the event that such restrictions on transfer have terminated
pursuant to Rule 144 (or any successor provision), by an Opinion of
Counsel satisfactory to the Issuer and the Trustee, to the effect that the
transfer of such Restricted Security has been made in compliance with Rule 144
(or any such successor provision)), be exchanged for a new Security, of like
tenor and aggregate principal amount, which shall not bear the Restricted
Securities 


 


52

















 


Legend. The Issuer shall
inform the Trustee of the effective date of any registration statement
registering the Securities under the Securities Act no later than two Business
Days after such effective date.


 


Except as provided in the preceding paragraph, any
Security authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, any Global Security, whether pursuant to this
Section, Sections 304, 308, 906 or 1108 or otherwise, shall also be a Global
Security and bear the legend specified in Section 202(a).


 


Section 307.  
Special Transfer Provisions.


 


The following provisions shall apply (except to the
extent inconsistent with the Applicable Procedures):


 


(a)   Transfers and
Exchanges Between Rule 144A Global Securities, Institutional Accredited
Investors Global Security and Regulation S Global Securities.


 


(i)            Rule 144A
Global Security or Institutional Accredited Investors Global Security to
Regulation S Global Security. If the owner of a beneficial interest in the Rule 144A
Global Security or Institutional Accredited Investors Global Security wishes at
any time to transfer such interest to a Person who wishes to acquire the same
in the form of a beneficial interest in the Regulation S Global Security, such
transfer may be effected only in accordance with the provisions of this
paragraph (i) and the Applicable Procedures. Upon receipt by the Trustee,
as Security Registrar, of (a) an order given by the Depositary or its
authorized representative directing that a beneficial interest in the
Regulation S Global Security in a specified principal amount be credited to a
specified Agent Member’s account and that a beneficial interest in the Rule 144A
Global Security or Institutional Accredited Investors Global Security, as
applicable, in an equal principal amount be debited from another specified
Agent Member’s account and (b) a Regulation S Certificate in the form of Exhibit A
hereto, satisfactory to the Trustee and duly executed by the owner of such
beneficial interest in the Rule 144A Global Security or Institutional
Accredited Investors Global Security, as applicable, or his attorney duly
authorized in writing, then the Trustee, as Security Registrar but subject to
paragraph (iv) below, shall reduce the principal amount of the Rule 144A
Global Security or Institutional Accredited Investors Global Security, as
applicable, and increase the principal amount of the Regulation S Global
Security by such specified principal amount.


 


(ii)           Regulation S Global
Security or Institutional Accredited Investors Global Security to Rule 144A
Global Security. If the owner of a beneficial interest in the Regulation S
Global Security or Institutional Accredited Investors Global Security wishes at
any time to transfer such interest to a Person who wishes to acquire the same
in the form of a beneficial interest in the Rule 144A Global Security,
such transfer may be effected only in accordance with this paragraph (ii) and
subject to the Applicable Procedures. Upon receipt by the Trustee, as Security
Registrar, of (a) an order given by the Depositary or its authorized
representative directing that a beneficial interest in the Rule 144A
Global Security in a specified principal amount be credited to a specified Agent
Member’s account and that a beneficial interest in the Regulation S Global 


 


53

















 


Security
or Institutional Accredited Investors Global Security, as applicable, in an
equal principal amount be debited from another specified Agent Member’s account
and (b) if such transfer is to occur during the Restricted Period, a
Restricted Securities Certificate in the form of Exhibit B hereto,
satisfactory to the Trustee and duly executed by the owner of such beneficial
interest in the Regulation S Global Security or Institutional Accredited
Investors Global Security, as applicable, or his attorney duly authorized in
writing, then the Trustee, as Security Registrar, shall reduce the principal
amount of the Regulation S Global Security or Institutional Accredited
Investors Global Security, as applicable, and increase the principal amount of
the Rule 144A Global Security by such specified principal amount.


 


(iii)          Regulation S Global
Security or Rule 144A Global Security to Institutional Accredited
Investors Global Security. If the owner of a beneficial interest in the
Regulation S Global Security or Rule 144A Global Security wishes at any
time to transfer such interest to a Person who wishes to acquire the same in
the form of a beneficial interest in the Institutional Accredited Investors
Global Security, such transfer may be effected only in accordance with this
paragraph (iii) and subject to the Applicable Procedures. Upon receipt by
the Trustee, as Security Registrar, of (a) an order given by the
Depositary or its authorized representative directing that a beneficial
interest in the Institutional Accredited Investors Global Security in a
specified principal amount be credited to a specified Agent Member’s account
and that a beneficial interest in the Regulation S Global Security or Rule 144A
Global Security, as applicable, in an equal principal amount be debited from
another specified Agent Member’s account and (b) an Institutional
Accredited Investor Transfer Certificate in the form of Exhibit C hereto,
satisfactory to the Trustee and duly executed by the owner of such beneficial
interest in the Regulation S Global Security or Rule 144A Global Security,
as applicable, or his attorney duly authorized in writing, then the Trustee, as
Security Registrar, shall reduce the principal amount of the Regulation S
Global Security or Rule 144A Global Security, as applicable, and increase
the principal amount of the Institutional Accredited Investors Global Security
by such specified principal amount.


 


(iv)          Exchanges between
Global Securities and Non-Global Securities. A beneficial interest in a Global
Security may be exchanged for a Security that is not a Global Security as
provided in Section 305(b), provided that, if such interest is a
beneficial interest in the Rule 144A Global Security, or if such interest
is a beneficial interest in the Regulation S Global Security and such exchange
is to occur during the Restricted Period, then such interest shall bear the
Restricted Securities Legend (subject in each case to Section 307(b).


 


(v)           Regulation S Global
Security to be Held Through Euroclear or Clearstream during Restricted Period.
The Issuer shall use its best efforts to cause the Depositary to ensure that,
until the expiration of the Restricted Period, beneficial interests in the
Regulation S Global Security may be held only in or through accounts maintained
at the Depositary by Euroclear or Clearstream (or by Agent Members acting for
the account thereof), and no person shall be entitled to effect any transfer or
exchange that would result in any such interest being held otherwise than in or
through such an account; 


 


54

















 


provided that this paragraph (iv) shall not prohibit
any transfer or exchange of such an interest in accordance with paragraph (ii) above.


 


(b)   Restricted
Securities Legend. Rule 144A Global Securities and their
Successor Securities, Regulation S Global Securities and their Successor
Securities, Institutional Accredited Investors Global Securities and their
Successor Securities and Physical Securities and their Successor Securities
shall bear a Restricted Securities Legend, subject to the following:


 


(i)            subject to the
following clauses of this Section 307(b), a Security or any portion
thereof which is exchanged, upon transfer or otherwise, for a Global Security
or any portion thereof shall bear the Restricted Securities Legend borne by
such Global Security while represented thereby;


 


(ii)           subject to the
following clauses of this Section 307(b), a new Security which is not a
Global Security and is issued in exchange for another Security (including a
Global Security) or any portion thereof, upon transfer or otherwise, shall bear
the Restricted Securities Legend borne by such other Security;


 


(iii)          Securities sold or
otherwise disposed of pursuant to an effective registration statement under the
Securities Act, together with their respective Successor Securities, shall not
bear a Restricted Securities Legend;


 


(iv)          at any time after
the Securities may be freely transferred without registration under the
Securities Act or without being subject to transfer restrictions pursuant to
the Securities Act, a new Security which does not bear a Restricted Securities
Legend may be issued in exchange for or in lieu of a Security (other than a
Global Security) or any portion thereof which bears such a legend if the
Trustee has received an Unrestricted Securities Certificate substantially in
the form of Exhibit D hereto, satisfactory to the Trustee and duly
executed by the Holder of such legended Security or his attorney duly
authorized in writing, and after such date and receipt of such certificate, the
Trustee shall authenticate and deliver such a new Security in exchange for or
in lieu of such other Security as provided in this Article Three;


 


(v)           a new Security which
does not bear a Restricted Securities Legend may be issued in exchange for or
in lieu of a Security (other than a Global Security) or any portion thereof
which bears such a legend if, in the Issuer’s judgment, placing such a legend
upon such new Security is not necessary to ensure compliance with the
registration requirements of the Securities Act, and the Trustee, at the
direction of the Issuer, shall authenticate and deliver such a new Security as
provided in this Article Three.


 


(c)   General. By its
acceptance of any Security bearing the Restricted Securities Legend, each
Holder of such a Security acknowledges the restrictions on transfer of such
Security set forth in this Indenture and in the Restricted Securities Legend
and agrees that it will transfer such Security only as provided in this
Indenture.


 


The Security Registrar shall retain copies of all
letters, notices and other written communications received pursuant to Section 306
or this Section 307. The Issuer shall have the 


 


55

















 


right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Security
Registrar.


 


Section 308.  
Mutilated, Destroyed, Lost and Stolen Securities.


 


If (a) any mutilated Security is surrendered to
the Trustee, or (b) the Issuer and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and there is
delivered to the Issuer, each Guarantor and the Trustee, such security or
indemnity, in each case, as may be required by them to save each of them
harmless, then, in the absence of notice to the Issuer, any Guarantor or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Issuer shall execute and upon its written request the Trustee shall
authenticate and deliver, in exchange for any such mutilated Security or in
lieu of any such destroyed, lost or stolen Security, a replacement Security of
like tenor and principal amount, bearing a number not contemporaneously
outstanding.


 


In case any such mutilated, destroyed, lost or
stolen Security has become or is about to become due and payable, the Issuer in
its discretion may, instead of issuing a replacement Security, pay such
Security.


 


Upon the issuance of any replacement Securities
under this Section, the Issuer may require the payment of a sum sufficient to
pay all documentary, stamp or similar issue or transfer taxes or other
governmental charges that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every replacement Security issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Issuer and the Guarantors, whether or
not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.


 


The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.


 


56
















 


Section 309.  
Payment of Interest; Interest Rights Preserved.  Interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security is registered at the close of
business on the Regular Record Date for such interest.


 


Section 310.  
Defaulted Interest.  Any interest
on any Security which is payable, but is not punctually paid or duly provided
for, on any Interest Payment Date and interest on such defaulted interest at
the then applicable interest rate borne by the Securities, to the extent lawful
(such defaulted interest and interest thereon herein collectively called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the Regular Record
Date; and such Defaulted Interest may be paid by the Issuer, at its election in
each case, as provided in subsection (a) or (b) below:


 


(a)   The Issuer may
elect to make payment of any Defaulted Interest to the Persons in whose names
the Securities are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Issuer shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security and the date (not
less than 30 days after such notice) of the proposed payment, and at the same
time the Issuer shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this subsection
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Issuer in writing of such Special Record
Date. In the name and at the expense of the Issuer, the Trustee shall cause
notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder
at his address as it appears in the Security Register, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities are registered on such Special Record Date and shall no longer be
payable pursuant to the following subsection (b).


 


(b)   The Issuer may
make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, if, after written notice given by the Issuer to the Trustee of the
proposed payment pursuant to this subsection, such payment shall be deemed
practicable by the Trustee.


 


Subject to the foregoing provisions of this Section,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


57

















 


Section 311.  
Persons Deemed Owners.


 


The Issuer, any Guarantor, the Trustee and any agent
of the Issuer, any Guarantor or the Trustee may treat the Person in whose name
any Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium, if any, and (subject to Section 309)
interest on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and neither the Issuer, any Guarantor, the Trustee
nor any agent of the Issuer, any Guarantor or the Trustee shall be affected by
notice to the contrary. No Holder of any beneficial interest in any Global
Security held on its behalf by a Depositary shall have any rights under this
Indenture with respect to such Global Security, and such Depositary may be
treated by the Issuer, any Guarantor, the Trustee and any agent of the Issuer,
any Guarantor or the Trustee as the owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, any Guarantor, the Trustee or any agent of the Issuer, any
Guarantor or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between the
Depositary and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depositary (or its
nominee) as Holder of any Security.


 


Section 312.  
Cancellation.


 


All Securities surrendered for payment, purchase,
redemption, registration of transfer or exchange shall be delivered to the
Trustee and, if not already cancelled, shall be promptly cancelled by it. The
Issuer and any Guarantor may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Issuer or such Guarantor may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be destroyed and
certification of their destruction delivered to the Issuer unless by an Issuer
Order the Issuer shall direct that the cancelled Securities be returned to it.
The Trustee shall provide the Issuer a list of all Securities that have been
cancelled from time to time as requested by the Issuer. The Issuer may not
issue new Securities to replace Securities it has paid or delivered to the
Trustee for cancellation.


 


Section 313.  
Computation of Interest.


 


Interest on the Securities shall be computed on the
basis of a 360-day year of twelve 30-day months.


 


Section 314.  
CUSIP Numbers.


 


The Issuer in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or 


 


58

















 


omission of such numbers.
The Issuer shall promptly notify the Trustee in writing of any change in the “CUSIP”
numbers.


 


ARTICLE
FOUR


 


DEFEASANCE
AND COVENANT DEFEASANCE


 


Section 401.  
Issuer’s Option to Effect Defeasance or Covenant Defeasance.


 


The Issuer may, at its option by Board Resolution,
at any time, with respect to the Securities, elect to have either Section 402
or Section 403 be applied to all of the Outstanding Securities (the “Defeased
Securities”), upon compliance with the conditions set forth below in this Article Four.


 


Section 402.  
Defeasance and Discharge.


 


Upon the Issuer’s exercise under Section 401 of
the option applicable to this Section 402, the Issuer, each of the
Guarantors and any other obligor upon the Securities, if any, shall be deemed
to have been discharged from its obligations under this Indenture and the
Security Documents with respect to the Defeased Securities on the date the
conditions set forth below are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Issuer, each of the Guarantors, if any,
and any other obligor under this Indenture shall be deemed to have paid and discharged
the entire Indebtedness represented by the Defeased Securities, which shall
thereafter be deemed to be “Outstanding” only for the purposes of Section 405
and the other Sections of this Indenture referred to in (a) and (b) below,
and to have satisfied all its other obligations under such Securities, this
Indenture and the Security Documents insofar as such Securities are concerned
(and the Trustee, at the expense of the Issuer, and, upon written request,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of Defeased Securities to receive,
solely from the trust fund described in Section 404 and as more fully set
forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Securities when such payments are due, (b) the
Issuer’s obligations with respect to such Defeased Securities under Sections
304, 305, 306, 307, 308, 1002 and 1003, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including, without limitation,
the Trustee’s rights under Section 606, and (d) this Article Four.
Subject to compliance with this Article Four, the Issuer may exercise its
option under this Section 402 notwithstanding the prior exercise of its
option under Section 403 with respect to the Securities.


 


Section 403.  
Covenant Defeasance.


 


Upon the Issuer’s exercise under Section 401 of
the option applicable to this Section 403, the Issuer and each Guarantor
shall be released from its obligations under any covenant or provision
contained or referred to in Sections 1006 through 1018, inclusive, on and after
the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”),
and the Defeased Securities shall thereafter be deemed to be not “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “Outstanding” for 


 


59

















 


all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to the Defeased Securities, the Issuer and each Guarantor may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or Article, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
Article or by reason of any reference in any such Section or Article to
any other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Sections 501(c), (d) or
(g), but, except as specified above, the remainder of this Indenture and such
Defeased Securities shall be unaffected thereby.


 


Section 404.  
Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to application
of either Section 402 or Section 403 to the Defeased Securities:


 


(1)        The
Issuer shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 608 who
shall agree to comply with the provisions of this Article Four applicable
to it) as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities, (a) United States dollars in an
amount, (b) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
money in an amount, or (c) a combination thereof, sufficient, in the opinion
of a nationally recognized firm of independent public accountants or a
nationally recognized investment banking firm expressed in a written
certification thereof delivered to the Trustee, to pay and discharge and which
shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge the principal of, premium, if any, and interest on the Defeased
Securities on the Stated Maturity of such principal or installment of principal
or interest (or on any date after the initial redemption date, if any, for such
Defeased Securities, such date being referred to as the “Defeasance Redemption
Date”), if when exercising under Section 401 either its option applicable
to Section 402 or its option applicable to Section 403, the Issuer
shall have delivered to the Trustee an irrevocable notice to redeem all of the
Outstanding Securities on the Defeasance Redemption Date); provided that
the Trustee shall have been irrevocably instructed to apply such United States
dollars or the proceeds of such U.S. Government Obligations to said payments
with respect to the Securities. For this purpose, “U.S. Government Obligations”
means securities that are (i) direct obligations of the United States of
America for the timely payment of which its full faith and credit is pledged or
(ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the timely payment of
which is unconditionally guaranteed as a full faith and credit obligation by
the United States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such U.S. Government
Obligation or a specific payment of 


 


60

















 


principal of or interest on any such U.S. Government Obligation held by
such custodian for the account of the holder of such depository receipt, provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt.


 


(2)        In
the case of an election under Section 402, the Issuer shall have delivered
to the Trustee an Opinion of Independent Counsel in the United States stating
that (A) the Issuer has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of this Indenture,
there has been a change in the applicable federal income tax law, in either
case to the effect that, and based thereon such Opinion of Independent Counsel
in the United States shall confirm that, the Holders of the Outstanding
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such defeasance had not occurred.


 


(3)        In
the case of an election under Section 403, the Issuer shall have delivered
to the Trustee an Opinion of Independent Counsel in the United States to the
effect that the Holders of the Outstanding Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such
covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred.


 


(4)        No
Default or Event of Default shall have occurred and be continuing on the date
of such deposit or insofar as subsections 501(h) and (i) are
concerned, at any time during the period ending on the 91st day after the date
of deposit.


 


(5)        Such
defeasance or covenant defeasance shall not cause the Trustee for the
Securities to have a conflicting interest with respect to any securities of the
Issuer or any Guarantor.


 


(6)        Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a Default under, this Indenture or any other material agreement
or instrument to which the Issuer or any Guarantor is a party or by which it is
bound.


 


(7)        The
Issuer shall have delivered to the Trustee an Opinion of Independent Counsel to
the effect that (A) the trust funds will not be subject to any rights of
holders of Pari Passu Indebtedness or Guarantor Pari Passu Indebtedness,
including, without limitation, those arising under this Indenture and (B) after
the 91st day following the deposit, the trust funds will not be 


 


61

















 


subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally.


 


(8)        The
Issuer shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Issuer with the intent of preferring the
Holders of the Securities or any Guarantee over the other creditors of the
Issuer or any Guarantor with the intent of defeating, hindering, delaying or
defrauding creditors of the Issuer, any Guarantor or others.


 


(9)        No
event or condition shall exist that would prevent the Issuer from making
payments of the principal of, premium, if any, and interest on the Securities
on the date of such deposit or at any time ending on the 91st day after the
date of such deposit.


 


(10)      The
Issuer shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Independent Counsel, each stating that all conditions precedent
provided for relating to either the defeasance under Section 402 or the
covenant defeasance under Section 403 (as the case may be) have been
complied with as contemplated by this Section 404.


 


Opinions of Counsel or Opinions of Independent
Counsel required to be delivered under this Section may have
qualifications customary for opinions of the type required and counsel
delivering such opinions may rely on certificates of the Issuer or government
or other officials customary for opinions of the type required, including
certificates certifying as to matters of fact, including that various financial
covenants have been complied with.


 


Section 405.  
Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph of Section 1003,
all United States dollars and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee as
permitted under Section 404 (collectively, for purposes of this Section 405,
the “Trustee”) pursuant to Section 404 in respect of the Defeased
Securities shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Securities and this Indenture, to the payment,
either directly or through any Paying Agent (including the Issuer acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money need not be segregated from other
funds except to the extent required by law.


 


The Issuer shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 404 or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the Defeased
Securities.


 


Anything in this Article Four to the contrary
notwithstanding, the Trustee shall deliver or pay to the Issuer from time to
time upon Issuer Request any United States dollars or U.S. Government
Obligations held by it as provided in Section 404 which, in the opinion of
a 


 


62

















 


nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect defeasance or covenant defeasance.


 


Section 406.  
Reinstatement.


 


If the Trustee or Paying Agent is unable to apply
any United States dollars or U.S. Government Obligations in accordance with Section 402
or 403, as the case may be, by reason of any order or judgment of any court or
Governmental Authority enjoining, restraining or otherwise prohibiting such
application, then the Issuer’s and each Guarantor’s obligations under this
Indenture, the Security Documents and the Securities and the provisions of
Articles Thirteen hereof shall be revived and reinstated as though no deposit
had occurred pursuant to Section 402 or 403, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such United
States dollars or U.S. Government Obligations in accordance with Section 402
or 403, as the case may be; provided, however, that if the Issuer makes
any payment to the Trustee or Paying Agent of principal of, premium, if any, or
interest on any Security following the reinstatement of its obligations, the
Trustee or Paying Agent shall promptly pay any such amount to the Holders of
the Securities and the Issuer shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money held by the Trustee
or Paying Agent.


 


ARTICLE
FIVE


 


REMEDIES


 


Section 501.  
Events of Default.


 


“Event of Default,” wherever used herein, means any
one of the following events which has occurred and is continuing (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


(a)   there shall be
a default in the payment of any interest on any Security when it becomes due
and payable, and such default shall continue for a period of 30 days;


 


(b)   there shall be
a default in the payment of the principal of (or premium, if any, on) any
Security at its Maturity (upon acceleration, optional or mandatory redemption,
required repurchase or otherwise);


 


(c)   (i) there
shall be a default in the performance, or breach, of any covenant or agreement
of the Issuer or any Guarantor under the Securities, the Guarantees, this
Indenture or the Security Documents (other than a default in the performance,
or breach, of a covenant or agreement which is specifically dealt with in Section 501(a) or
(b) or in clause (ii), (iii) or (iv) of this Section 501(c))
and such default or breach shall continue for a period of 30 days after written
notice has been given, by certified mail, (x) to the Issuer by the Trustee
or (y) to the Issuer and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities; (ii) there shall
be a default in the performance or breach of the provisions of Article Eight;
(iii) the Issuer shall have failed to make or consummate an Offer in
accordance 


 


63

















 


with the provisions of Section 1012; or (iv) the Issuer shall
have failed to make or consummate a Change of Control Offer in accordance with
the provisions of Section 1015;


 


(d)   one or more
defaults shall have occurred under any agreements, indentures or instruments
under which the Issuer, any Guarantor or any Restricted Subsidiary then has
outstanding Indebtedness in excess of $25,000,000 in the aggregate and such
default or defaults resulted in the acceleration of the maturity of such
Indebtedness;


 


(e)   any Guarantee
or obligation under the Intercreditor Agreement shall for any reason cease to
be, or be asserted in writing by any Guarantor or the Issuer not to be, in full
force and effect, enforceable in accordance with its terms, except to the
extent contemplated by this Indenture and any such Guarantee or by such
Security Agreement;


 


(f)   with respect to
Collateral having a Fair Market Value in excess of $20,000,000, individually or
in the aggregate, (a) the security interest under the Security Documents,
at any time, ceases to be in full force and effect for any reason other than in
accordance with the terms of this Indenture and the Security Documents, (b) any
security interest created thereunder or under this Indenture is declared
invalid or unenforceable by a court of competent jurisdiction or (c) the
Issuer or any Guarantor asserts, in any pleading in any court of competent
jurisdiction that any such security interest is invalid or unenforceable;


 


(g)   one or more
judgments, orders or decrees for the payment of money in excess of $25,000,000,
either individually or in the aggregate (net of amounts covered by insurance,
bond, surety or similar instrument) shall be entered against the Issuer, any
Guarantor or any Restricted Subsidiary or any of their respective properties
and shall not be discharged and either (a) any creditor shall have
commenced an enforcement proceeding upon such judgment, order or decree or (b) there
shall have been a period of 60 consecutive days during which a stay of
enforcement of such judgment or order, by reason of an appeal or otherwise,
shall not be in effect;


 


(h)   there shall
have been the entry by a court of competent jurisdiction of (a) a decree
or order for relief in respect the Issuer, the Company or any Significant
Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy
Law or (b) a decree or order adjudging the Issuer, the Company or any
Significant Subsidiary bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment or composition of or in respect of the Issuer, the
Company or any Significant Subsidiary under any applicable federal or state
law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Issuer, the Company or any
Significant Subsidiary or of any substantial part of their respective
properties, or ordering the winding up or liquidation of their affairs, and any
such decree or order for relief shall continue to be in effect, or any such
other decree or order shall be unstayed and in effect, for a period of 60
consecutive days; or


 


(i)   (A) the
Issuer, the Company or any Significant Subsidiary commences a voluntary case or
proceeding under any applicable Bankruptcy Law or any other case or proceeding
to be adjudicated bankrupt or insolvent; (B) the Issuer, the Company or
any Significant Subsidiary consents to the entry of a decree or order for
relief in respect of the Issuer, the Company or such Significant Subsidiary in
an involuntary case or proceeding under any 


 


64

















 


applicable Bankruptcy Law or to the commencement of any bankruptcy or
insolvency case or proceeding against it; (C) the Issuer, the Company or
any Significant Subsidiary files a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law; (D) the
Issuer, any Guarantor or any Significant Subsidiary (x) consents to the
filing of such petition or the appointment of, or taking possession by, a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Issuer, the Company or such Significant Subsidiary or
of any substantial part of their respective property, (y) makes an
assignment for the benefit of creditors or (z) admits in writing its
inability to pay its debts generally as they become due; or (E) the
Issuer, the Company or any Significant Subsidiary takes any corporate action in
furtherance of any such actions in this Section 501(i).


 


The Issuer shall deliver to the Trustee within five
days after the occurrence thereof, written notice, in the form of an Officers’
Certificate, of any Default, its status and what action the Issuer is taking or
proposes to take with respect thereto. Unless the Corporate Trust Office of the
Trustee has received written notice of an Event of Default of the nature
described in this Section, the Trustee shall not be deemed to have knowledge of
such Event of Default for the purposes of Article Five or for any other
purpose.


 


Section 502.  
Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default
(other than an Event of Default specified in Sections 501(h) and (i))
shall occur and be continuing, the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities Outstanding may, and the
Trustee at the request of the Holders of not less than 25% in aggregate
principal amount of the Securities Outstanding shall, declare all unpaid
principal of, premium, if any, and accrued interest on, all the Securities to
be due and payable immediately by a notice in writing to the Issuer (and to the
Trustee if given by the Holders of the Securities); provided that so long as
the Bank Credit Agreement is in effect, such declaration shall not become
effective until the earlier of (a) five Business Days after receipt of
such notice of acceleration from the Holders or the Trustee by the
Administrative Agent or (b) acceleration of the Indebtedness under the
Bank Credit Agreement. Thereupon the Trustee may, at its discretion, proceed to
protect and enforce the rights of the Holders of Securities by appropriate
judicial proceeding. If an Event of Default specified in Sections 501(h) and
(i) occurs and is continuing, then all the Securities shall ipso facto
become and be immediately due and payable, in an amount equal to the principal
amount of the Securities, together with accrued and unpaid interest, if any, to
the date the Securities become due and payable, without any declaration or
other act on the part of the Trustee or any Holder. The Trustee or, if notice
of acceleration is given by the Holders of the Securities, the Holders of the
Securities shall give notice to the Administrative Agent of such acceleration.


 


Pursuant to the terms of the
Intercreditor Agreement, prior to the discharge of the first-priority Liens
securing the First Lien Obligations, the Administrative Agent will determine
the time and method by which the security interests in the Collateral will be
enforced and the Collateral Agent will not be permitted to enforce the security
interests and certain other rights related to the Securities even if an Event
of Default has occurred and the Securities have been accelerated; provided,
that the Collateral
Agent may exercise rights and remedies with respect to the security interests
after the passage of a period of 180 days from the date on which the Collateral
Agent has notified the Administrative Agent that an Event of Default has occurred,



 


65

















 


and is continuing and that it intends to exercise
such rights and remedies, but only to the extent that the Administrative Agent
is not diligently pursuing the exercise of its rights and remedies with respect
to its security interests, or an insolvency or liquidation proceeding has been
commenced with respect to any of the Issuer or the Guarantors.


 


At any time after such
declaration of acceleration has been made, but before a judgment or decree for
payment of the money due has been obtained by the Trustee, the Holders of a
majority in aggregate principal amount of Securities Outstanding, by written
notice to the Issuer and the Trustee, may rescind and annul such declaration
and its consequences if:


 


(a)   the Issuer has
paid or deposited with the Trustee a sum sufficient to pay


 


(i)            all sums paid or
advanced by the Trustee under this Indenture and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,


 


(ii)           all overdue
interest on all Securities,


 


(iii)          the principal of
and premium, if any, on any Securities which have become due otherwise than by
such declaration of acceleration and interest thereon at a rate borne by the
Securities, and


 


(iv)          to the extent that
payment of such interest is lawful, interest upon overdue interest at the rate
borne by the Securities; and


 


(b)   all Events of
Default, other than the non-payment of principal of the Securities which have
become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513.


 


No such rescission shall
affect any subsequent Default or impair any right consequence thereon provided
in Section 513.


 


The holders of not less than
a majority in aggregate principal amount of the Securities Outstanding may on
behalf of the Holders of all the Securities waive any past default under this
Indenture and its consequences, except a default in the payment of the
principal of, premium, if any, or interest on any Securities, or in respect of
a covenant or provision which under this Indenture cannot be modified or
amended without the consent of the Holder of each of the Securities
Outstanding.


 


Section 503.  
Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The Issuer and each Guarantor covenant that if


 


(a)   default is made
in the payment of any interest on any Security when such interest becomes due
and payable, and such default continues for a period of 30 days;


 


66
















 


(b)   default is made
in the payment of the principal of (or premium, if any, on) any Security at its
Stated Maturity (upon acceleration, optional or mandatory redemption, required
repurchase or otherwise);


 


the Issuer and any such
Guarantor shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and premium, if any, and interest, with interest upon
the overdue principal and premium, if any, and, to the extent that payment of
such interest shall be legally enforceable, upon overdue installments of
interest, at the rate borne by the Securities; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.


 


If the Issuer or any Guarantor, as the case may be,
fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid and may prosecute such
proceeding to judgment or final decree, and may enforce the same against the
Issuer or any Guarantor or any other obligor upon the Securities and collect
the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Issuer or any Guarantor or any other obligor upon the
Securities, wherever situated.


 


If an Event of Default occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders under this Indenture, the Securities, the Guarantees and
the Security Documents by such appropriate private or judicial proceedings as
the Trustee shall deem most effectual to protect and enforce such rights,
including, seeking recourse against any Guarantor pursuant to the terms of any
Guarantee, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein or
therein, or to enforce any other proper remedy, including, without limitation,
seeking recourse against any Guarantor pursuant to the terms of a Guarantee, or
to enforce any other proper remedy, subject however to Section 512.


 


Section 504.  
Trustee May File Proofs of Claim.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Issuer or any other
obligor, including each Guarantor, upon the Securities or the property of the
Issuer or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Issuer for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,


 


(a)   to file and
prove a claim for the whole amount of principal, premium, if any, and interest
owing and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding,


 


67

















 


(b)   to collect and
receive any moneys, securities or other property payable or deliverable upon
any conversion or exchange of Securities or upon any such claims and to
distribute the same, and


 


(c)   to, unless
prohibited by law or applicable regulations, vote on behalf of the Holders in
any election of a trustee in bankruptcy or other Person performing similar
functions;


 


and any custodian, in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 606.


 


Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


Section 505.  
Trustee May Enforce Claims without Possession of Securities.


 


All rights of action and claims under this Indenture
or the Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.


 


Section 506.  
Application of Money Collected.


 


Any money collected by the Trustee pursuant to this Article or
otherwise on behalf of the Holders or the Trustee pursuant to this Article or
any foreclosure or other remedial provisions contained in the Security
Documents, or through any proceeding or any arrangement or restructuring in
anticipation or in lieu of any proceeding contemplated by this Article or
any foreclosure or other remedial provisions contained in the Security
Documents, shall be applied, subject to applicable law, in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal, premium, if any, or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:


 


(a)   FIRST: if the
First Lien Obligations have not been discharged, to the agent or the agents for
the First Lien Obligations for application to the First Lien Obligations to be
applied in the manner set forth in the Bank Credit Agreement and other
agreements governing the First Lien Obligations;


 


(b)   SECOND: to the
payment of all costs and expenses incurred by the Trustee and Collateral
Agent in connection with the collection of proceeds from the sale of any
Collateral or otherwise in connection with this Indenture and any documents
relating to any Pari 


 


68

















 


Passu Secured Indebtedness and the Security Documents (including all
existing claims for indemnification under this Indenture) including all court
costs and the reasonable fees and expenses of their agents and legal counsel,
the repayment of all advances made by the Trustee or Collateral Agent on behalf
of the Issuer or any Guarantor and any other costs or expenses
incurred in connection with the exercise of any right or remedy of the holders
of the Securities and the Pari Passu Secured Indebtedness;


 


(c)   THIRD: to
pay the Securities, any accrued and unpaid interest thereon, including
additional interest and any other amounts due under this Indenture, and the
Pari Passu Secured Indebtedness, pro rata, based on the respective amounts of
the Securities and the Pari Passu Secured Indebtedness then outstanding; and


 


(d)   FOURTH: to
the extent of the balance of such proceeds after application in accordance with
clauses (a), (b) and (c) above of this Section 506, to the Issuer or such
Guarantor, as applicable, their successors or assigns, or as a court of
competent jurisdiction may otherwise direct.


 


Section 507.  
Limitation on Suits.


 


No Holder of any Securities shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless


 


(a)   such Holder has
previously given written notice to the Trustee of a continuing Event of
Default;


 


(b)   the Holders of
not less than 25% in principal amount of the Outstanding Securities shall have
made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as trustee hereunder;


 


(c)   such Holder or
Holders have offered to the Trustee an indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with
such request;


 


(d)   the Trustee for
60 days after its receipt of such notice, request and offer of indemnity has
failed to institute any such proceeding; and


 


(e)   no direction
inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the
Outstanding Securities;


 


it being understood and
intended that no one or more Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture or
any Guarantee to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner provided in
this Indenture or any Guarantee and for the equal and ratable benefit of all
the Holders.


 


69

















 


Section 508.  
Unconditional Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right on the terms stated
herein, which is absolute and unconditional, to receive payment of the
principal of, premium, if any, and (subject to Section 309) interest on
such Security on the respective Stated Maturities expressed in such Security
(or, in the case of redemption or repurchase, on the Redemption Date or
repurchase date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.


 


Section 509.  
Restoration of Rights and Remedies.


 


If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture, the Security
Documents, the Securities or the Guarantees and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Issuer, each of
the Guarantors, the Trustee and the Holders shall, subject to any determination
in such proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.


 


Section 510.  
Rights and Remedies Cumulative.


 


No right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


 


Section 511.  
Delay or Omission Not Waiver.


 


No delay or omission of the Trustee or of any Holder
of any Security to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


 


Section 512.  
Control by Majority.


 


The Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities shall have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Trustee or the Collateral Agent, or of exercising any trust or
power conferred on the Trustee or the Collateral Agent, provided that


 


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(a)           the
Trustee or the Collateral Agent, as the case may be, may refuse to follow any
direction that (i) is in conflict with any rule of law or with this
Indenture, the Securities, the Guarantees or the Security Documents, (ii) subject
to Sections 701 and 702, that the Trustee or the Collateral Agent determines is
unduly prejudicial to the rights of other Holders or would expose the Trustee
or the Collateral to personal liability; and


 


(b)           the
Trustee or the Collateral Agent may take any other action deemed proper by the
Trustee or the Collateral Agent which is not inconsistent with such direction.


 


Prior to taking any action under this Indenture, the
Trustee or the Collateral Agent shall be entitled to security or
indemnification satisfactory to the Trustee or the Collateral Agent against all
costs, expenses and liabilities which might be incurred by taking such action.


 


Section 513.  
Waiver of Past Defaults.


 


The Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Securities) may on behalf of the Holders of all the Securities waive
any past Default hereunder and its consequences, except a Default or Event of
Default (i) in the payment of the principal of, premium, if any, or
interest on any Security or (ii) in respect of a covenant or a provision
hereof which under Article Nine cannot be modified or amended without the
consent of a higher percentage of the principal amount of the Outstanding
Securities affected.


 


Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.


 


Section 514.  
Undertaking for Costs.


 


All parties to this Indenture agree, and each Holder
of any Security by his acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party
litigant; provided, that, the provisions of this Section 514 shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities or to any suit instituted by any
Holder for the enforcement of the payment of the principal of, premium, if any,
or interest on any Security on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).


 


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Section 515.  
Waiver of Stay, Extension or Usury Laws.


 


Each of the Issuer and any Guarantor covenants (to
the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury or other law wherever enacted, now
or at any time hereafter in force, which would prohibit or forgive the Issuer
or any Guarantor from paying all or any portion of the principal of, premium,
if any, or interest on the Securities contemplated herein or in the Securities
or which may affect the covenants or the performance of this Indenture; and
each of the Issuer and any Guarantor (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.


 


ARTICLE
SIX


 


THE
TRUSTEE


 


Section 601.  
Notice of Defaults.


 


Within 30 days after the occurrence of any Default,
the Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, notice of such Default hereunder known to the
Trustee, unless such Default shall have been cured or waived; provided,
however, that, except in the case of a Default in the payment of the principal
of, premium, if any, or interest on any Security, the Trustee shall be
protected in withholding such notice if and so long as a trust committee of
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders.


 


Section 602.  
Certain Rights of Trustee.


 


(a)   the Trustee may
rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
Indebtedness or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


(b)   any request or
direction of the Issuer mentioned herein shall be sufficiently evidenced by an
Issuer Request or Issuer Order and any resolution of the Board of Directors may
be sufficiently evidenced by a Board Resolution;


 


(c)   the Trustee may
consult with counsel and any written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon in accordance with such advice or Opinion of Counsel;


 


(d)   the Trustee
shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture, the Securities, the Guarantees or the Security Documents
at the request or direction of any of the Holders pursuant to this Indenture,
the Securities, the 


 


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Guarantees or the Security Documents, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee
against the costs, expenses and liabilities which might be incurred therein or
thereby in compliance with such request or direction;


 


(e)   the Trustee
shall not be liable for any action taken or omitted by it in good faith and
believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Indenture other than any liabilities arising out of
the negligence of the Trustee;


 


(f)   the Trustee
shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, approval, appraisal, bond, debenture, note,
coupon, security or other paper or document; provided, that the Trustee
in its discretion may make such further inquiry or investigation into such
facts or matters as it may deem fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Issuer, personally or by agent or attorney;


 


(g)   the Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys and the Trustee shall not
be responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;


 


(h)   no provision of
this Indenture, the Securities, the Guarantees or the Security Documents shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers;


 


(i)   the Trustee
shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuer, except as otherwise provided
herein;


 


(j)   money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law or except as otherwise provided herein;


 


(k)   if a Default or
an Event of Default has occurred and is continuing, the Trustee shall exercise
such rights and powers vested in it by this Indenture, the Securities, the
Guarantees and the Security Documents and use the same degree of care and skill
in its exercise thereof as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.


 


Section 603.  
Trustee Not Responsible for Recitals, Dispositions of Securities or Application
of Proceeds Thereof.


 


The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder. The Trustee
shall not be accountable for the use or application by the Issuer of Securities
or the proceeds thereof.


 


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Section 604.  
Trustee and Agents May Hold Securities; Collections; etc.


 


The Trustee, any Paying Agent, Security Registrar or
any other agent of the Issuer, in its individual or any other capacity, may
become the owner or pledgee of Securities, with the same rights it would have
if it were not the Trustee, Paying Agent, Security Registrar or such other
agent and may otherwise deal with the Issuer and receive, collect, hold and
retain collections from the Issuer with the same rights it would have if it
were not the Trustee, Paying Agent, Security Registrar or such other agent.


 


Section 605.  
Money Held in Trust.


 


All moneys received by the Trustee shall, until used
or applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Except for funds or securities
deposited with the Trustee pursuant to Article Four, the Trustee may
invest all moneys received by the Trustee, until used or applied as herein
provided, in Temporary Cash Investments in accordance with the written
directions of the Issuer. The Trustee shall not be liable for any losses
incurred in connection with any investments made in accordance with this Section 605,
unless the Trustee acted with gross negligence or in bad faith. With respect to
any losses on investments made under this Section 605, the Issuer is
liable for the full extent of any such loss.


 


Section 606.  
Compensation and Indemnification of Trustee and Its Prior Claim.


 


The Issuer covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, such compensation for
all services rendered by it hereunder (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust) set forth in a letter agreement executed by the Issuer and the Trustee,
as such agreement may be amended or supplemented, and the Issuer covenants and
agrees to pay or reimburse the Trustee and each predecessor Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by or on behalf of it in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all agents and other persons not regularly
in its employ) except any such expense, disbursement or advance as may arise
from its negligence or bad faith. The Issuer also covenants to indemnify the
Trustee and each predecessor Trustee for, and to hold it harmless against, any
loss, liability, tax, assessment or other governmental charge (other than taxes
applicable to the Trustee’s compensation hereunder) or expense incurred without
negligence or bad faith on such Trustee’s part, arising out of or in connection
with the acceptance or administration of this Indenture or the trusts hereunder
and such Trustee’s duties hereunder, including enforcement of this Indenture
and/or any of the Security Documents and also including any liability which the
Trustee may incur as a result of failure to withhold, pay or report any tax,
assessment or other governmental charge, and the costs and expenses of
defending itself against or investigating any claim of liability (whether
asserted by any Holder, the Issuer or any other Person) in connection with the
exercise or performance of any of its powers or duties under this Indenture.
The obligations of the Issuer under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances
shall constitute 


 


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an additional obligation
hereunder and shall survive the satisfaction and discharge of this Indenture.


 


All payments and reimbursements pursuant to this Section 606
shall be made with interest at the rate borne by the Securities.


 


As security for the performance of the obligations
of the Issuer under this Section 606, the Trustee shall have a Lien prior
to the Securities upon all property and funds held or collected by the Trustee,
except funds held in trust for the payment of principal of (and premium, if
any) or interest on particular Securities. The Trustee’s right to receive
payment of any amounts due under this Section 606 shall not be subordinate
to any other liability or indebtedness of the Issuer, and the Securities shall
be subordinate to the Trustee’s right to receive such payment.


 


Section 607.  
Conflicting Interests.


 


The Trustee shall comply with the provisions of Section 310(b) of
the Trust Indenture Act (whether or not such provision is applicable with
respect to the Securities).


 


Section 608.  
Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder
which shall be eligible to act as trustee under Trust Indenture Act Section 310(a)(1) (whether
or not such provision is applicable with respect to the Securities) and which
shall have a combined capital and surplus of at least $250,000,000, to the
extent there is an institution eligible and willing to serve. The Trustee shall
be a participant in the Depository Trust Company and FAST distribution systems.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of federal, state, territorial or District of
Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect hereinafter specified in
this Article. The Corporate Trust Office shall initially be located at Two
James Center, 1021 E. Cary Street, 18th Floor,
Richmond, VA 23219.


 


Section 609.  
Resignation and Removal; Appointment of Successor Trustee.


 


(a)   No resignation
or removal of the Trustee and no appointment of a successor trustee pursuant to
this Article shall become effective until the acceptance of appointment by
the successor trustee under Section 610.


 


(b)   The Trustee, or
any trustee or trustees hereafter appointed, may at any time resign by giving
written notice thereof to the Issuer. Upon receiving such notice of
resignation, the Issuer shall promptly appoint a successor trustee by written
instrument executed by authority of the Board of Directors of the Issuer, a
copy of which shall be delivered to the resigning Trustee and a copy to the successor
trustee. If an instrument of acceptance by a successor trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may, or any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, 


 


75

















 


petition any court of competent jurisdiction for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper, appoint a successor trustee.


 


(c)   The Trustee may
be removed at any time by an Act of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, delivered to the
Trustee and to the Issuer.


 


(d)   If at any time:


 


(1)           the
Trustee shall fail to comply with Section 607 after written request
therefor by the Issuer or by any Holder who has been a bona fide Holder of a
Security for at least six months, or


 


(2)           the
Trustee shall cease to be eligible under Section 608 and shall fail to
resign after written request therefor by the Issuer or by any Holder who has
been a bona fide Holder of a Security for at least six months, or


 


(3)           the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,


 


then, in any case, (i) the
Issuer by a Board Resolution may remove the Trustee, or (ii) subject to Section 514,
the Holder of any Security who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.


 


(e)   If the Trustee
shall be removed or become incapable of acting, or if a vacancy shall occur in
the office of Trustee for any cause, the Issuer, by a Board Resolution, shall
promptly appoint a successor trustee. If, within one year after such removal or
incapability, or the occurrence of such vacancy, a successor trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Issuer and the retiring Trustee, the
successor trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor trustee and supersede the successor trustee
appointed by the Issuer. If no successor trustee shall have been so appointed
by the Issuer or the Holders of the Securities and accepted appointment in the
manner hereinafter provided, the Holder of any Security who has been a bona
fide Holder for at least six months may, subject to Section 514, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.


 


(f)   The Issuer
shall give notice of each resignation and each removal of the Trustee and each
appointment of a successor trustee by mailing written notice of such event by
first-class mail, postage prepaid, to the Holders of Securities as their names
and addresses appear


 


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in the Security Register. Each notice shall include the name of the
successor trustee and the address of its Corporate Trust Office or agent
hereunder.


 


Section 610.   Acceptance
of Appointment by Successor.


 


Every successor Trustee appointed hereunder shall
execute, acknowledge and deliver to the Issuer and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee as if originally
named as Trustee hereunder; but, nevertheless, on the written request of the
Issuer or the successor trustee, upon payment of its charges then unpaid, such
retiring Trustee shall, pay over to the successor trustee all moneys at the
time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and obligations.
Upon request of any such successor trustee, the Issuer shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such Trustee or such successor trustee to secure any amounts then due such
Trustee pursuant to the provisions of Section 606.


 


No successor Trustee with respect to the Securities
shall accept appointment as provided in this Section 610 unless at the
time of such acceptance such successor trustee shall be eligible to act as
trustee under the provisions of Trust Indenture Act Section 310(a) (whether
or not such provision is applicable with respect to the Securities) and this Article Sixth
and shall have a combined capital and surplus of at least $250,000,000 and have
a Corporate Trust Office or an agent selected in accordance with Section 608.


 


Upon acceptance of appointment by any successor
Trustee as provided in this Section 610, the Issuer shall give notice
thereof to the Holders of the Securities, by mailing such notice to such
Holders at their addresses as they shall appear on the Security Register. If
the acceptance of appointment is substantially contemporaneous with the
resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 609. If the Issuer fails to
give such notice within 10 days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be given at
the expense of the Issuer.


 


Section 611.   Merger,
Conversion, Consolidation or Succession to Business.


 


Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be eligible under Trust Indenture
Act Section 310(a) (whether or not such provision is applicable with
respect to the Securities) and this Article Sixth and shall have a combined
capital and surplus of at least $250,000,000 and have a Corporate Trust Office
or an agent selected in accordance with Section 608 without the execution
or filing of any paper or any further act on the part of any of the parties
hereto.


 


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In case at the time such successor to the Trustee
shall succeed to the trusts created by this Indenture any of the Securities
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor Trustee
and deliver such Securities so authenticated; and, in case at that time any of
the Securities shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor trustee; and in all such cases such
certificate shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have; provided
that the right to adopt the certificate of authentication of any predecessor
Trustee or to authenticate Securities in the name of any predecessor Trustee
shall apply only to its successor or successors by merger, conversion or consolidation.


 


ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER


 


Section 701.   Issuer to
Furnish Trustee Names and Addresses of Holders.


 


The Issuer shall furnish or cause to be furnished to
the Trustee


 


(a)   semiannually, not more than
15 days after each Regular Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of such
Regular Record Date; and


 


(b)   at such other times as the
Trustee may request in writing, within 30 days after receipt by the Issuer of
any such request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished;


 


provided, however, that
if and so long as the Trustee shall be the Security Registrar, no such list
need be furnished.


 


ARTICLE EIGHT




CONSOLIDATION, MERGER,

CONVEYANCE, TRANSFER OR LEASE


 


Section 801.   Issuer or
Any Guarantor May Consolidate, etc., Only on Certain Terms.


 


(a)   The Issuer shall not, in a
single transaction or through a series of related transactions, consolidate
with or merge with or into any other Person or sell, assign, convey, transfer,
lease or otherwise dispose of all or substantially all of its properties and
assets to any Person or group of affiliated Persons, or permit any of its
Subsidiaries to enter into any such transaction or transactions if such
transaction or transactions, in the aggregate, would result in a sale,
assignment, conveyance, transfer, lease or disposition of all or substantially
all of the properties and assets of the Issuer and its Subsidiaries on a
Consolidated basis to any other Person or group of affiliated Persons, unless
at the time and after giving effect thereto:


 


78

















 


(i)            either (1) the
Issuer shall be the continuing corporation, or (2) the Person (if other
than the Issuer) formed by such consolidation or into which the Issuer is
merged or the Person which acquires by sale, assignment, conveyance, transfer,
lease or disposition of all or substantially all of the properties and assets
of the Issuer and its Subsidiaries on a Consolidated basis (the “Surviving
Entity”) shall be a corporation duly organized and validly existing under the
laws of the United States of America, any state thereof or the District of
Columbia and such Person assumes, by a supplemental indenture in a form
reasonably satisfactory to the Trustee, all the obligations of the Issuer under
the Securities, this Indenture and the Security Documents, and this Indenture
and the Security Documents shall remain in full force and effect and the
Surviving Entity shall cause such amendments, supplements or other instruments
to be executed, filed and recorded in such jurisdiction as may be required by
applicable law to preserve and protect the Lien on the Collateral pledged by or
transferred to such Person, together with the financing statements and
comparable documents as may be required to perfect any security interests in
such Collateral which may be perfected by the filing of a financing statement
or a similar document under the Uniform Commercial Code or other similar
statute or regulation of the relevant states or jurisdictions, in each case in
a form reasonably satisfactory to the Trustee;


 


(ii)           immediately before
and immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing;


 


(iii)          immediately after
giving effect to such transaction on a pro forma basis, the Consolidated Net
Worth of the Issuer (or the Surviving Entity if the Issuer is not the
continuing obligor under this Indenture) is equal to or greater than the
Consolidated Net Worth of the Issuer immediately prior to such transaction;


 


(iv)          immediately before
and immediately after giving effect to such transaction on a pro forma basis
(on the assumption that the transaction occurred on the first day of the
four-quarter period immediately prior to the consummation of such transaction
with the appropriate adjustments with respect to the transaction being included
in such pro forma calculation), the Issuer (or the Surviving Entity if the
Issuer is not the continuing obligor under this Indenture) could incur $1.00 of
additional Indebtedness under Section 1008 (other than Permitted
Indebtedness);


 


(v)           each Guarantor, if
any, unless it is the other party to the transactions described above, shall
have by supplemental indenture confirmed that its Guarantee shall apply to such
Person’s obligations under this Indenture and the Securities and shall have by
written agreement confirmed that its obligations under the Security Documents
shall continue to be in effect and shall cause such amendments, supplements or
other instruments to be executed, filed, and recorded in such jurisdictions as
may be required by applicable law to preserve and protect the Lien on the
Collateral pledged by such Guarantor, together with such financing statements
or comparable documents as may be required to perfect any security interests in
such Collateral which may be perfected by the filing of a financing statement or
a similar document under the Uniform Commercial Code or other similar statute
or regulation of the relevant states or jurisdictions, in each case in a form
reasonably satisfactory to the Trustee;


 


79

















 


(vi)          if any of the
property or assets of the Issuer or any of its Subsidiaries would thereupon
become subject to any Lien, the provisions of Section 1011 are complied
with; and


 


(vii)         the Issuer or the
Surviving Entity shall have delivered, or caused to be delivered, to the
Trustee, in form and substance reasonably satisfactory to the Trustee, an
Officers’ Certificate and an Opinion of Counsel, each to the effect that such
consolidation, merger, transfer, sale, assignment, conveyance, lease or other
transaction and the supplemental indenture in respect thereto comply with this
Indenture and the Security Documents and that all conditions precedent herein
provided for relating to such transaction have been complied with.


 


(b)   Each Guarantor shall not,
and the Issuer shall not permit a Guarantor to, in a single transaction or
series of related transactions merge or consolidate with or into any other
corporation (other than the Issuer or any other Guarantor) or other entity, or
sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets on a Consolidated basis to any
entity (other than the Issuer or any other Guarantor) unless at the time and
after giving effect thereto:


 


(i)            either (1) such
Guarantor shall be the continuing corporation or (2) the entity (if other
than such Guarantor) formed by such consolidation or into which such Guarantor
is merged or the entity which acquires by sale, assignment, conveyance,
transfer, lease or disposition the properties and assets of such Guarantor
shall be a corporation duly organized and validly existing under the laws of
the United States, any state thereof or the District of Columbia and shall
expressly assume by an indenture supplemental hereto, executed and delivered to
the Trustee, in a form reasonably satisfactory to the Trustee, all the
obligations of such Guarantor under the Securities, this Indenture, and the
Security Documents and shall cause such amendments, supplements or other
instruments to be executed, filed and recorded in such jurisdiction as may be
required by applicable law to preserve and protect the lien on the Collateral
pledged by such Guarantor, together with such financing statements or
comparable documents as may be required to prefect any security interest in
such Collateral which may be perfected by the filing of a financing statement
or a similar document under the Uniform Commercial Code or other similar
statute or regulation of the relevant states or jurisdictions, in each case in
a form reasonably satisfactory to the Trustee.;


 


(ii)           immediately before
and immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing; and


 


(iii)          such Guarantor
shall have delivered to the Trustee, in form and substance reasonably
satisfactory to the Trustee, an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, sale, assignment,
conveyance, transfer, lease or disposition and such supplemental indenture
comply with this Indenture, and thereafter all obligations of the predecessor
shall terminate.


 


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The provisions of this Section 801(b) shall
not apply to any transaction (including any Asset Sale made in accordance with Section 1012)
with respect to any Guarantor if the Guarantee of such Guarantor is released in
connection with such transaction in accordance with Section 1013(c).


 


Section 802.   Successor
Substituted.


 


Upon any consolidation or merger, or any sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Issuer or any Guarantor in accordance with Section 801,
the successor Person formed by such consolidation or into which the Issuer or
such Guarantor, as the case may be, is merged or the successor Person to which
such sale, assignment, conveyance, transfer, lease or disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer or such Guarantor, as the case may be, under this Indenture, the
Security Documents, the Securities and/or such Guarantee, as the case may be,
with the same effect as if such successor had been named as the Issuer or such
Guarantor, as the case may be, herein, in the Securities and/or in such
Guarantee, as the case may be. When a successor assumes all the obligations of
its predecessor under this Indenture, the Security Documents, the Securities or
a Guarantee, as the case may be, the predecessor shall be released from those
obligations; provided that in the case of a transfer by lease, the
predecessor shall not be released from the payment of principal and interest on
the Securities or a Guarantee, as the case may be.


 


ARTICLE NINE




SUPPLEMENTAL INDENTURES


 


Section 901.   Supplemental
Indentures and Agreements without Consent of Holders.


 


Without the consent of any Holders, the Issuer and
the Guarantors, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, or agreements or other instruments with respect to any Guarantee, or
amendments to the Security Documents in form and substance reasonably
satisfactory to the Trustee, for any of the following purposes:


 


(a)   to evidence the succession
of another Person to the Issuer, any Guarantor or any other obligor upon the
Securities, and the assumption by any such successor of the covenants of the
Issuer or such Guarantor or obligor herein and in the Securities and in any
Guarantee, in each case in compliance with the provisions of this Indenture;


 


(b)   to add to the covenants of
the Issuer, any Guarantor or any other obligor upon the Securities for the
benefit of the Holders, or to surrender any right or power herein conferred
upon the Issuer, any Guarantor or any other obligor upon the Securities, as
applicable, in this Indenture, in the Securities or in any Guarantee;


 


(c)   to cure any ambiguity, to
correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein or in any Guarantee, or to make
any other provisions with respect to matters or questions arising under this
Indenture, the 


 


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Securities or any Guarantee; provided that, in each case, such
provisions shall not adversely affect the interests of the Holders;


 


(d)   to comply with the
requirements of the Commission in order to effect or maintain the qualification
of this Indenture under the Trust Indenture Act, as contemplated by Section 905
or otherwise;


 


(e)   to add a Guarantor pursuant
to the requirements of Section 1013;


 


(f)   to
expand the Collateral securing the Securities;


 


(g)  
to evidence and provide the acceptance of the appointment of a
successor trustee hereunder;


 


(h)  
to provide for uncertificated Securities in place of or in addition to
certificated Securities;


 


(i)  
to provide for the accession or
succession of any parties to the Security Documents (and other amendments that
are administrative or ministerial in nature) in connection with an amendment,
renewal, extension, substitution, refinancing, restructuring, replacement,
supplementing or other modification from time to time of the Bank Credit
Agreement, the Securities or any other agreement or action that is not
prohibited by this Indenture;


 


(j)  
to provide for the release or addition
of Collateral in accordance with the terms of this Indenture and the Security
Documents; or


 


(k)  
to provide security for additional
borrowings under the Bank Credit Agreement that are incurred in accordance with
this Indenture.


 


Section 902.   Supplemental
Indentures and Agreements with Consent of Holders.


 


With the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities, by Act of
said Holders delivered to the Issuer, each Guarantor and the Trustee, the
Issuer and each Guarantor (if a party thereto) when authorized by a Board
Resolution and the Trustee may enter into an indenture or indentures
supplemental hereto or agreements or other instruments with respect to any
Guarantee in form and substance satisfactory to the Trustee for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture and the Security Documents or of modifying in any
manner the rights of the Holders under this Indenture, the Securities or any
Guarantee; provided, however, that no such supplemental indenture,
agreement or instrument shall, without the consent of the Holder of each
Outstanding Security affected thereby:


 


(a)   change the Stated Maturity
of the principal of, or any installment of interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or change the coin or currency in which
the principal of any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment after the Stated Maturity thereof (or, in the 


 


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case of redemption, on or after the Redemption Date) (other than the
provisions of Section 1013);


 


(b)   amend, change or modify the
obligation of the Issuer to make and consummate a Change of Control Offer in
the event of a Change of Control in accordance with Section 1015,
including amending, changing or modifying any definitions with respect thereto;


 


(c)   reduce the percentage in
principal amount of the Outstanding Securities, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders
is required for any waiver or compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences provided for in
this Indenture or with respect to any Guarantee;


 


(d)   modify any of the provisions
of this Section 902 or Sections 513 or 1021, except to increase the
percentage in principal amount of the Outstanding Securities, the consent of
whose Holders is required for any such actions, or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Security affected thereby;


 


(e)   except as otherwise
permitted under Article Eight, consent to the assignment or transfer by
the Issuer or any Guarantor of any of its rights and obligations under this
Indenture; or


 


(f)   modify the provisions of any
Security Document in any manner materially adverse to the Holders of the
Securities;


 


provided, further that
no such modification or amendment shall without the consent of the holders of
662/3% of the Outstanding
Securities affected thereby (i) amend, change or modify the obligation of
the Issuer to make and consummate an Offer with respect to any Asset Sale or
Asset Sales in accordance with Section 1012, including amending, changing
or modifying any definitions with respect thereto or (ii) release all or
substantially all of the Collateral other than in accordance with this
Indenture and the Security Documents.


 


Upon the written request of the Issuer and each
Guarantor, accompanied by a copy of a Board Resolution authorizing the
execution of any such supplemental indenture or Guarantee, and upon the filing
with the Trustee of evidence of the consent of Holders as aforesaid, the
Trustee shall, subject to Section 903, join with the Issuer and each
Guarantor in the execution of such supplemental indenture or Guarantee.


 


It shall not be necessary for any Act of Holders
under this Section to approve the particular form of any proposed
supplemental indenture or Guarantee or agreement or instrument relating to any
Guarantee, but it shall be sufficient if such Act shall approve the substance
thereof.


 


Section 903.   Execution of
Supplemental Indentures and Agreements.


 


In executing, or accepting the additional trusts
created by, any supplemental indenture, agreement or instrument permitted by
this Article or the modifications thereby of the 


 


83

















 


trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel and an Officers’ Certificate
stating that the execution of such supplemental indenture, agreement or
instrument is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture,
agreement or instrument which affects the Trustee’s own rights, duties or
immunities under this Indenture, any Guarantee or otherwise.


 


Section 904.   Effect of
Supplemental Indentures.


 


Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in accordance therewith,
and such supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.


 


Section 905.   Conformity
with Trust Indenture Act.


 


Every supplemental indenture executed pursuant to
this Article shall conform to the requirements of the Trust Indenture Act
as then in effect, if applicable at such time.


 


Section 906.   Reference in
Securities to Supplemental Indentures.


 


Securities authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Issuer shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any such supplemental
indenture may be prepared and executed by the Issuer and each Guarantor and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities.


 


ARTICLE TEN




COVENANTS


 


Each of the Issuer and the Company (solely with
respect to each of the Designated SBG Subsidiaries and with respect to Sections
1006, 1007, 1014 and 1019) covenants and agrees that:


 


Section 1001.   Payment of
Principal, Premium and Interest.


 


The Issuer shall duly and punctually pay the
principal of, premium, if any, and interest on the Securities in accordance
with the terms of the Securities and this Indenture.


 


Section 1002.   Maintenance
of Office or Agency.


 


The Issuer shall maintain an office or agency where
Securities may be presented or surrendered for payment. The Issuer also shall
maintain an office or agency where Securities may be surrendered for
registration of transfer, redemption or exchange and where notices and demands
to or upon the Issuer in respect of the Securities and this Indenture may be
served. The 


 


84

















 


Issuer shall give prompt
written notice to the Trustee of the location and any change in the location of
any such offices or agencies. If at any time the Issuer shall fail to maintain
any such required offices or agencies or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be
made or served at the office of the agent of the Trustee described above and the
Issuer hereby appoints such agent as its agent to receive all such
presentations, surrenders, notices and demands.


 


The Issuer may from time to time designate one or
more other offices or agencies where the Securities may be presented or
surrendered for any or all such purposes, and may from time to time rescind
such designation. The Issuer shall give prompt written notice to the Trustee of
any such designation or rescission and any change in the location of any such
office or agency.


 


Section 1003.   Money for
Security Payments to Be Held in Trust.


 


If the Issuer shall at any time act as its own
Paying Agent, it shall, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities, segregate and hold in
trust for the benefit of the Holders entitled thereto a sum sufficient to pay
the principal, premium, if any, or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee of its action or failure so to act.


 


If the Issuer is not acting as Paying Agent, the
Issuer shall, before each due date of the principal of, premium, if any, or
interest on any Securities, deposit with a Paying Agent a sum in same day funds
sufficient to pay the principal, premium, if any, or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest, and (unless such Paying Agent is the Trustee)
the Issuer shall promptly notify the Trustee of such action or any failure so
to act.


 


If the Issuer is not acting as Paying Agent, the
Issuer shall cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will:


 


(a)   hold all sums held by it for
the payment of the principal of, premium, if any, or interest on Securities in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;


 


(b)   give the Trustee notice of
any Default by the Issuer or any Guarantor (or any other obligor upon the
Securities) in the making of any payment of principal, premium, if any, or
interest;


 


(c)   at any time during the
continuance of any such Default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent;
and


 


(d)   acknowledge, accept and
agree to comply in all aspects with the provisions of this Indenture relating
to the duties, rights and disabilities of such Paying Agent.


 


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The Issuer may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Issuer or such Paying Agent, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held by
the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability
with respect to such money.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Issuer or any other
obligor, including each Guarantor, upon the Securities or the property of the
Issuer or of such other obligor or their creditors, the Trustee shall serve as
the Paying Agent.


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Issuer, in trust for the
payment of the principal of, premium, if any, or interest on any Security and
remaining unclaimed for two years after such principal and premium, if any, or
interest has become due and payable shall promptly be paid to the Issuer on
Issuer Request, or (if then held by the Issuer) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Issuer for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Issuer as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Issuer cause to be published
once, in The New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will promptly be repaid to the Issuer.


 


Section 1004.   Corporate
Existence.


 


Subject to Article Eight, the Issuer shall do
or cause to be done all things necessary to preserve and keep in full force and
effect the corporate existence and related rights and franchises (charter and
statutory) of the Issuer and each Subsidiary; provided, however, that
the Issuer shall not be required to preserve any such right or franchise or the
corporate existence of any such Subsidiary if the Board of Directors of the
Issuer shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Issuer and its Subsidiaries as a whole and
that the loss thereof would not reasonably be expected to have a material
adverse effect on the ability of the Issuer to perform its obligations
hereunder; and provided, further, however, that the foregoing shall not
prohibit a sale, transfer or conveyance of a Subsidiary or any of its assets in
compliance with the terms of this Indenture.


 


Section 1005.   Payment of
Taxes and Other Claims.


 


The Issuer shall pay or discharge or cause to be
paid or discharged, on or before the date the same shall become due and
payable, (a) all taxes, assessments and governmental charges levied or
imposed upon the Issuer or any Subsidiary shown to be due on any return of the
Issuer or any Subsidiary or otherwise assessed or upon the income, profits or
property of the Issuer or any Subsidiary if failure to pay or discharge the
same could reasonably be expected to have a material adverse effect on the ability
of the Issuer or any Guarantor to perform its


 


86
















 


obligations hereunder and (b) all
lawful claims for labor, materials and supplies, which, if unpaid, would by law
become a Lien upon the property of the Issuer or any Subsidiary, except for any
Lien permitted to be incurred under Section 1011 if failure to pay or
discharge the same could reasonably be expected to have a material adverse
effect on the ability of the Issuer or any Guarantor to perform its obligations
hereunder; provided, however, that the Issuer shall not be required to
pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings properly instituted and diligently
conducted and in respect of which appropriate reserves (in the good faith
judgment of management of the Issuer) are being maintained in accordance with
generally accepted accounting principles consistently applied.


 


Section 1006.   Maintenance
of Properties.


 


(a)   Property.  The Issuer and the Company shall cause all
material properties owned by the Issuer or any Subsidiary or used or held for
use in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order (ordinary wear
and tear excepted) and supplied with all necessary equipment and shall cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Issuer may be consistent
with sound business practice and necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the
Issuer from discontinuing the maintenance of any of such properties if such
discontinuance is, in the judgment of the Issuer, desirable in the conduct of
its business or the business of any Subsidiary and not reasonably expected to
have a material adverse effect on the ability of the Issuer to perform its
obligations hereunder.


 


(b)   Licenses.  The Issuer and the Company shall, and shall
cause each of the Restricted Subsidiaries to (i) do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its
legal existence and the rights, licenses, permits, privileges and franchises
(including material broadcast licenses for Owned Stations) and (ii) keep
and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted.


 


Section 1007.   Insurance.


 


The Issuer and the Company shall, and shall cause
each of the Restricted Subsidiaries to maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations, provided that the
Issuer shall in any event maintain with respect to itself, each of its
subsidiaries and each Owned Station, and shall use its reasonable best efforts
to cause each Material Third-Party Licensee for each Contract Station (or the
Person that owns the Capital Stock of such Material Third-Party Licensee) to
maintain with respect to itself and such Contract Station, casualty insurance
and insurance against claims and damages with respect to defamation, libel,
slander, privacy or other similar injury to person or reputation (including
misappropriation of personal likeness) in such amounts that are customarily
maintained by Persons engaged in the same or similar businesses operating in
the same or similar locations.


 


87

















 


Each
policy of property insurance required to be maintained by the Issuer, the
Company and the Restricted Subsidiaries under this Section 1007 shall name
the Collateral Agent as loss payee or additional insured and shall provide that
it will not be canceled or reduced, or allowed to lapse without renewal, except
after not less than 30 days’ written notice to the Collateral Agent, for any
occupancy or use of any property for purposes more hazardous than permitted by
such policy nor by any foreclosure or other proceedings relating to such
property.  The Issuer will advise the
Collateral Agent promptly of any policy cancellation, reduction or material
amendment.


 


After
the Issue Date, upon the request of the Collateral Agent at any time or from
time to time, not later than 15 Business Days prior to the termination or
expiry date of any insurance required to be maintained by the Issuer hereunder,
the Issuer shall deliver to the Collateral Agent certificates of insurance
evidencing that such insurance has been renewed, subject only to the payment of
premiums as they become due.  In
addition, the Issuer will not modify in any material respect any of the
provisions of any policy with respect to casualty or liability insurance
without delivering the original copy of the endorsement reflecting such
modification to the Collateral Agent and, if required by the Collateral Agent
in writing, accompanied by a written report of any firm of independent
insurance brokers of nationally recognized standing, stating that, in their
opinion, such policy (as so modified) adequately protects the interests of the
Holders of the Securities and the Collateral Agent, is in compliance with the
provisions of this Section 1007 and is comparable in all respects with
insurance carried by responsible owners and operators of similar
properties.  The Issuer shall not obtain
or carry separate insurance concurrent in form or contributing in the event of
loss with that required by this Section 1007 unless the Collateral Agent
is the additional insured thereunder, with loss payable as provided
herein.  The Issuer shall immediately
notify the Collateral Agent whenever any such separate insurance is obtained
and shall deliver to the Collateral Agent certificates of insurance evidencing
the same.


 


If
any portion of the properties subject to a Mortgage is located in an area
identified by the Federal Emergency Management Agency as an area having special
flood hazards and in which flood insurance has been made available under the
National Flood Insurance Act of 1968 (or any amendment or successor act
thereto), the Issuer shall maintain, or cause to be maintained, with a
financially sound and reputable insurer, flood insurance with respect to such
property in an amount sufficient to comply with all applicable rules and
regulations promulgated pursuant to such Act.


 


Section 1008.   Limitation
on Indebtedness.


 


(a)   The Issuer shall not, and shall
not permit any Restricted Subsidiary to, create, incur, assume or directly or
indirectly guarantee or in any other manner become directly or indirectly
liable for (“incur”) any Indebtedness (including Acquired Indebtedness), except
that the Issuer may incur Indebtedness and a Guarantor may incur Permitted
Guarantor Indebtedness if (i) the Debt to Operating Cash Flow Ratio of the
Issuer and its Restricted Subsidiaries at the time of the incurrence of such
Indebtedness, after giving pro forma effect thereto and to the application of
the proceeds, is 7:1 or less and (ii) in the case of any incurrence of
secured Indebtedness, the Secured Debt to Operating Cash Flow Ratio of the
Issuer and the Restricted 


 


88

















 


Subsidiaries at the time of the incurrence of such Indebtedness, after
giving pro forma effect thereto and to the application of the proceeds, is
5.5:1 or less.


 


(b)   The foregoing limitation
shall not apply to the incurrence of any of the following (collectively, “Permitted
Indebtedness”):


 


(i)            (A) Indebtedness
of the Issuer under the Bank Credit Agreement and (B) any Indebtedness
incurred to refinance, restructure, replace or substitute Indebtedness of the
Issuer under the Bank Credit Agreement, in an aggregate principal amount for
Indebtedness incurred under clauses (A) and (B) not to exceed at any
one time outstanding $406,900,000 plus any Related Amounts;


 


(ii)           Indebtedness of the
Issuer pursuant to the Securities (other than any Additional Securities) and
Indebtedness of any Guarantor pursuant to a Guarantee


 


(iii)          Indebtedness of any
Guarantor consisting of a guarantee of the Issuer’s Indebtedness under the Bank
Credit Agreement;


 


(iv)          Indebtedness of the
Issuer or any Restricted Subsidiary outstanding on the Issue Date (other than
Indebtedness in clauses (i), (ii), (iii), (v), (vi), (vii), (xii) and (xiv) of
this Section 1008);


 


(v)           Indebtedness of the
Issuer owing to a Restricted Subsidiary; provided that any Indebtedness
of the Issuer owing to a Restricted Subsidiary that is not a Guarantor is made
pursuant to an Intercompany Note in the form attached to this Indenture as Exhibit E
and is subordinated in right of payment from and after such time as the
Securities shall become due and payable (whether at Stated Maturity,
acceleration or otherwise) to the payment and performance of the Issuer’s
obligations under the Securities; provided, further, that any
disposition, pledge or transfer of any such Indebtedness to a Person (other
than a disposition, pledge or transfer to a Wholly Owned Restricted Subsidiary
or a pledge to or for the benefit of the lenders under the Bank Credit
Agreement and the Securities on a second-priority basis) shall be deemed to be
an incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary
not permitted by this clause (v);


 


(vi)          Indebtedness of a
Wholly Owned Restricted Subsidiary owing to the Issuer or another Wholly Owned
Restricted Subsidiary; provided that, with respect to Indebtedness owing
to a Wholly Owned Restricted Subsidiary that is not a Guarantor, (1) any
such Indebtedness is made pursuant to an Intercompany Note in the form attached
to this Indenture as Exhibit E and (2) any such Indebtedness shall be
subordinated in right of payment from and after such time as the obligations
under the Guarantee by such Wholly Owned Restricted Subsidiary shall become due
and payable to the payment and performance of such Wholly Owned Restricted
Subsidiary’s obligations under its Guarantee; provided, further, that (1) any
disposition, pledge or transfer of any such Indebtedness to a Person (other
than a disposition, pledge or transfer to the Issuer or a Wholly Owned
Restricted Subsidiary or pledge to or for the benefit of the lenders under the
Bank Credit Agreement and the Securities on a second-priority basis) shall be
deemed to be an incurrence of such Indebtedness by such Wholly Owned Restricted
Subsidiary 


 


89

















 


not
permitted by this clause (vi) and (2) any transaction pursuant to
which any Wholly Owned Restricted Subsidiary, which has Indebtedness owing to
the Issuer or any other Wholly Owned Restricted Subsidiary, ceases to be a
Wholly Owned Restricted Subsidiary shall be deemed to be the incurrence of
Indebtedness by such Wholly Owned Restricted Subsidiary that is not permitted
by this clause (vi);


 


(vii)         Indebtedness
pursuant to guarantees of any Restricted Subsidiary of any of Issuer’s
Indebtedness made in accordance with the provisions of Section 1013;


 


(viii)        Indebtedness of the
Issuer entered into in the ordinary course of business pursuant to Interest
Rate Agreements designed to protect the Issuer against fluctuations in interest
rates in respect of the Indebtedness of the Issuer, as long as such obligations
are incurred in the ordinary course of business (and not for speculative
purposes);


 


(ix)           Indebtedness
incurred pursuant to any refinancing, replacement, redemption or repurchase of
the Existing Convertible Notes, including Indebtedness incurred to pay a dividend
or make a distribution or loan to the Company to fund such refinancing,
replacement, redemption or repurchase, in an aggregate principal amount (or if issued with original issue
discount, an aggregate issue price) not in excess of the aggregate principal
amount of Existing Convertible Notes so refinanced, replaced, redeemed or
repurchased minus any amounts in the Tender Offer Collateral Account that have
not yet been used to repurchase or redeem Existing Convertible Notes, plus the
lesser of (i) the stated amount of any premium, interest or other payment
required to be paid in connection with such refinancing, replacement,
redemption or repurchase pursuant to the terms of the Existing Convertible
Notes or (ii) the amount of premium, interest or other payment actually
paid at such time to refinance, replace, redeem or repurchase the Existing
Convertible Notes plus, in either case, the amount of expenses of the Issuer incurred in connection with such
refinancing, replacement, redemption or repurchase, provided that such
Indebtedness (A) does not mature and is not subject to mandatory
redemption at the option of the holder thereof (other than pursuant to change
of control provisions or asset sale offers) prior to the 91st day after the
Stated Maturity of the Securities, (B) is unsecured or is secured by
property that also secures the Securities and the Guarantees on an equal and
ratable basis or on a basis that is senior in priority to such Indebtedness, (C) does
not have restrictive covenants or other terms that are more stringent in any
material respect than the covenants set forth herein after giving effect to any
amendment to this Indenture and the Securities made in compliance with this
Indenture, (D) is not directly or indirectly guaranteed by any entity that
does not also guarantee the Securities, and (E) provides that the
Securities have priority with respect to Net Cash Proceeds from Asset Sales;


 


(x)            Indebtedness
incurred pursuant to any refinancing, replacement, redemption, substitution or
repurchase of the Convertible Debentures or the Existing Subordinated Notes,
including, in the case of the Convertible Debentures, Indebtedness incurred to
pay a dividend or make a distribution or loan to the Company to fund such
refinancing, replacement, redemption, substitution or repurchase, in an
aggregate principal amount (or if issued with original issue discount, an
aggregate issue price) not in excess of the aggregate principal amount of
Convertible Debentures or the Existing 


 


90

















 


Subordinated
Notes so refinanced, replaced, redeemed or repurchased, plus the lesser of (i) the
stated amount of any premium, interest or other payment required to be paid in
connection with such refinancing, replacement, redemption, substitution or
repurchase pursuant to the terms of the Convertible Debentures or the Existing
Subordinated Notes, as applicable, or (ii) the amount of premium, interest
or other payment actually paid at such time to refinance, replace, redeem or
repurchase the Convertible Debentures or the Existing Subordinated Notes plus,
in either case, the amount of expenses of the Issuer incurred in connection
with such refinancing, replacement, redemption or repurchase , provided
that such Indebtedness (A) does not mature and is not subject to mandatory
redemption at the option of the holder thereof (other than pursuant to change
of control provisions or asset sale offers) prior to the 91st day after the Stated Maturity of the
Securities, (B) does not have restrictive covenants or other terms that
are more stringent in any material respect than the covenants set forth herein
after giving effect to any amendment to this Indenture and the Securities made
in compliance with this Indenture, (C) is not directly or indirectly guaranteed
by any entity that does not also guarantee the Securities, and (D) provides
that the Securities issued under this Indenture have priority with respect to
Net Cash Proceeds from Asset Sales;


 


(xi)           Indebtedness
incurred pursuant to any renewals, extensions, substitutions, refundings,
refinancings or replacements (collectively, a “refinancing”) of any
Indebtedness described in clauses (ii), (iii), (iv), (ix) and (x) above,
including any successive refinancings in an aggregate principal amount (or if issued
with original issue discount, an aggregate issue price) not in excess of the
aggregate principal amount of such Indebtedness so refinanced, plus the lesser
of (i) the stated amount of any premium, interest or other payment
required to be paid in connection with such a refinancing pursuant to the terms
of the Indebtedness being refinanced or (ii) the amount of premium,
interest or other payment actually paid at such time to refinance the
Indebtedness, plus, in either case, the amount of expenses of the Issuer
incurred in connection with such refinancing and, (A) in the case of
Subordinated Indebtedness, such new Indebtedness is expressly subordinated in
right of payment to the Securities or the Guarantees, as the case may be, at
least to the same extent as the Subordinated Indebtedness to be refinanced,
including with respect to the Collateral, and (B) in the case of Pari
Passu Indebtedness or Subordinated Indebtedness, such refinancing does not
reduce the Average Life to Stated Maturity or the Stated Maturity of such
Indebtedness.  In addition, with respect
to Indebtedness under clauses (ii), (iii), (iv), (ix) and (x) above,
such new Indebtedness incurred pursuant to a refinancing (A) is either
unsecured or secured on the same basis as such refinanced Indebtedness and (B) does
not mature and is not subject to mandatory redemption at the option of the
holder thereof (other than pursuant to change of control provisions or asset
sale offers) prior to the 91st day after the Maturity Date;


 


(xii)          Indebtedness created
due to a change in generally accepted accounting principles of the United
States as applied to the Issuer and the Restricted Subsidiaries, or
international financial reporting standards, should such standards become
applicable to the Issuer and the Restricted Subsidiaries;


 


(xiii)         Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, incurred for the purpose of 


 


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financing
all or any part of the purchase price, or cost of construction or improvement,
of property (real or personal), plant or equipment used in the business of the
Issuer or any of the Restricted Subsidiaries in an aggregate principal amount
not to exceed $50,000,000 at any time outstanding; and


 


(xiv)        Indebtedness of the
Issuer in addition to that described in clauses (i) through (xiii) above,
and any renewals, extensions, substitutions, refinancings, or replacements of
such Indebtedness, so long as the aggregate principal amount of all such
Indebtedness shall not exceed $35,000,000 at any time outstanding.


 


In the event that
Indebtedness meets the criteria of more than one of the types of Indebtedness
described in the subsections (a) and (b) of this Section 1008,
the Issuer, in its sole discretion, will classify such item of Indebtedness on
the date of incurrence and may later classify such item of Indebtedness in any
manner that complies with this covenant and only be required to include the
amount and type of such Indebtedness in one of such clauses; provided
that all Indebtedness outstanding on the Issue Date under the Bank Credit
Agreement shall be deemed incurred under subsection (b)(i) and not
subsections (a) or (b)(iv) of this Section 1008 and may not
later be reclassified.


 


Section 1009.   Limitation
on Restricted Payments.


 


(a)   The Issuer shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly:


 


(i)            declare or pay any
dividend on, or make any distribution to holders of, any of the Issuer’s Equity
Interests (other than dividends or distributions payable solely in its
Qualified Equity Interests);


 


(ii)           purchase, redeem or
otherwise acquire or retire for value, directly or indirectly, any Equity
Interest of the Issuer or any Affiliate thereof including any Subsidiary
(except Equity Interests held by the Issuer or a Wholly Owned Restricted
Subsidiary that is a Guarantor);


 


(iii)          make any principal
payment on, or repurchase, redeem, defease, retire or otherwise acquire for
value, prior to any scheduled principal payment, sinking fund or maturity, any
Subordinated Indebtedness;


 


(iv)          declare or pay any
dividend or distribution on any Equity Interests of any Restricted Subsidiary
to any Person (other than to the Issuer or any of its Wholly Owned Restricted
Subsidiaries that are Guarantors);


 


(v)           incur, create or
assume any guarantee of Indebtedness of any Affiliate (other than any Wholly
Owned Restricted Subsidiary); or


 


(vi)          make any Investment
in any Person (other than any Permitted Investments)


 


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(any of the foregoing payments described in
clauses (i) through (vi), other than any exception thereto, collectively, “Restricted
Payments”) unless after giving effect to the proposed Restricted Payment (the
amount of any such Restricted Payment, if other than cash, as determined by the
Board of Directors of the Issuer, whose determination shall be conclusive and
evidenced by a Board Resolution),


 


(i)            no Default or Event
of Default shall have occurred and be continuing and such Restricted Payment
shall not be an event which is, or after notice or lapse of time or both, would
be, an “event of default” under the terms of any Indebtedness of the Issuer or
any Restricted Subsidiary;


 


(ii)           immediately after giving
effect to such transaction on a pro forma basis, the Issuer could incur $1.00
of additional Indebtedness (other than Permitted Indebtedness) under Section 1008(a);
and


 


(iii)          the aggregate
amount of all such Restricted Payments declared or made after the Issue Date
does not exceed the sum of:


 


(A)          an amount equal to
the Issuer’s Cumulative Operating Cash Flow less 1.4 times the Issuer’s net
Cumulative Consolidated Interest Expense;


 


(B)           the aggregate Net
Cash Proceeds received after the Issue Date by the Issuer from capital
contributions (other than from the Company or a Subsidiary) or from the
issuance or sale (other than to the Company or any of the Subsidiaries of the
Issuer) of its Qualified Equity Interests (except, in each case, to the extent
such proceeds are used to purchase, redeem or otherwise retire Equity Interests
or Subordinated Indebtedness as set forth below);


 


(C)           to the extent that
any Investment constituting a Restricted Payment (including an Investment in an
Unrestricted Subsidiary) that was made after the Issue Date is sold or is
otherwise liquidated or repaid, 100% of the amount (to the extent not included
in Cumulative Operating Cash Flow) equal to the Net Cash Proceeds or Fair
Market Value of marketable securities received with respect to such Investment
(less the cost of the disposition of such Investment and net of taxes); and


 


(D)          $65,000,000;


 


less, the amount of
Permitted Payments made pursuant to clauses (b)(ix) and (xi) below.


 


(b)   Notwithstanding the
foregoing, and in the case of clauses (ii) through (xiii) below, so long
as no Default or Event of Default shall have occurred and be continuing, the
foregoing provisions shall not prohibit the following actions (clauses (i) through
(xiii) being referred to as “Permitted Payments”):


 


(i)            the payment of any
dividend within 60 days after the date of declaration thereof, if at such date
of declaration such payment would be permitted by the provisions 


 


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of
paragraph (a) of this Section 1009 and such payment shall be deemed
to have been paid on such date of declaration for purposes of the calculation
required by Section 1009(a) above;


 


(ii)           any transaction
with an officer or director of the Issuer entered into in the ordinary course
of business (including compensation or employee benefit arrangements with any
officer or director of the Issuer);


 


(iii)          the repurchase,
redemption, or other acquisition or retirement for value of any Equity
Interests of the Issuer in exchange for (including any such exchange pursuant
to the exercise of a conversion right or privilege in connection therewith cash
is paid in lieu of the issuance of fractional shares or scrip), or out of the
Net Cash Proceeds of, a substantially concurrent issue and sale for cash (other
than to a Subsidiary of the Issuer) of other Qualified Equity Interests of the
Issuer; provided that the Net Cash Proceeds from the issuance of such
Qualified Equity Interests are excluded from subsection (a)(iii)(B) of
this Section 1009;


 


(iv)          any repurchase,
redemption, defeasance, retirement, refinancing or acquisition for value or
payment of principal of any Subordinated Indebtedness in exchange for, or out
of the net proceeds of, a substantially concurrent issuance and sale for cash
(other than to the Company or any Subsidiary of the Issuer) of any Qualified
Equity Interests of the Issuer, provided that the Net Cash Proceeds from
the issuance of such Qualified Equity Interests are excluded from subsection
(a)(iii)(B) of this Section 1009;


 


(v)           the repurchase,
redemption, defeasance, retirement, refinancing or acquisition for value or
payment of principal of any Subordinated Indebtedness (other than Disqualified
Equity Interests) (a “refinancing”) through the issuance of new Subordinated
Indebtedness of the Issuer, provided that any such new Indebtedness (A) shall
be in a principal amount that does not exceed the principal amount so
refinanced or, if such Subordinated Indebtedness provides for an amount less
than the principal amount thereof to be due and payable upon a declaration or
acceleration thereof, then such lesser amount as of the date of determination),
plus the lesser of (I) the stated amount of any premium, interest or other
payment required to be paid in connection with such a refinancing pursuant to
the terms of the Indebtedness being refinanced or (II) the amount of
premium, interest or other payment actually paid at such time to refinance the
Indebtedness, plus, in either case, the amount of expenses of the Issuer
incurred in connection with such refinancing; (B) has an Average Life to
Stated Maturity greater than the remaining Average Life to Stated Maturity of
the Securities; (C) has a Stated Maturity for its final scheduled
principal payment later than the Stated Maturity for the final scheduled
principal payment of the Securities; and (D) is expressly subordinated in
right of payment to the Securities and the Guarantees, as the case may be, at
least to the same extent as the Subordinated Indebtedness to be refinanced;


 


(vi)          payments of cash
dividends to the Company in an amount sufficient to enable the Company to make
payments of cash interest required to be made in respect of the Existing
Convertible Notes and the Convertible Debentures (but not to exceed such 


 


94

















 


required
amount) in accordance with the terms thereof in effect on the Issue Date; provided, the Company is otherwise unable to pay such interest and such
dividends are applied directly to the payment of such interest;


 


(vii)         payments of cash
dividends or other cash distributions or payments to the Company out of the
funds contained in the Tender
Offer Collateral Account, if any, in an amount sufficient to enable the
Company to repurchase, redeem, defease, retire, refinance or acquire for value
or pay the principal of any Existing Convertible Notes in accordance with the
terms thereof as in effect on the Issue Date and any reasonable fees and
expenses incurred by the Company in connection therewith; provided, that such payments are applied directly to the repurchase,
redemption, defeasance, retirement, refinancing or acquisition for value or
payment of the principal of any Existing Convertible Notes;


 


(viii)        any repurchase,
redemption, defeasance, retirement, refinancing or acquisition for value or
payment of principal of any Existing Convertible Notes out of the funds
contained in the Tender
Offer Collateral Account and the distribution or transfer of any such
Existing Convertible Notes to the Company for retirement or cancellation;


 


(ix)           any repurchase, redemption,
defeasance, retirement, refinancing or acquisition for value or payment of
principal of any Existing Subordinated Notes (other than through the issuance of unsecured Indebtedness
of the Issuer or
Indebtedness of the Issuer that is secured by a Lien which is junior to the second-priority Liens securing the Securities and the Guarantees);


 


(x)            any repurchase, redemption,
defeasance, retirement, refinancing or acquisition for value or payment of
principal of any Existing Subordinated Notes through the issuance of unsecured Indebtedness of the Issuer or Indebtedness of the Issuer that is secured by a Lien which is junior to the second-priority Liens securing the Securities and the Guarantees;


 


(xi)           payments of cash dividends or other
cash distributions or payments to the Company, other than with proceeds of the issuance of
unsecured Indebtedness of the Issuer or Indebtedness of the Issuer that is secured by a Lien which is junior to the
second-priority Liens securing the Securities and the Guarantees, in an amount
sufficient to enable the Company to repurchase, redeem, defease, retire, refinance or
acquire for value or pay the principal of any Convertible Debentures in
accordance with the terms thereof as in effect on the Issue Date and any
reasonable fees and expenses incurred by the Company in connection therewith, provided that such
payments are applied directly to the repurchase, redemption, defeasance, retirement, refinancing or
acquisition for value or payment of the principal of any Convertible
Debentures;


 


(xii)          payments
of cash dividends or other cash distributions or payments to the Company with proceeds of the issuance of unsecured Indebtedness of the Issuer or Indebtedness of the Issuer that
is secured by a Lien which is junior to the second-priority Liens securing the Securities and the Guarantees in an amount sufficient
to enable the Company to repurchase, redeem,
defease, retire, refinance or acquire for value or pay the principal of any
Convertible Debentures in accordance with the terms thereof on the Issue 


 


95

















 


Date and any reasonable fees and expenses incurred by
the Company in connection therewith, provided
that such payments are applied directly to the repurchase, redemption, defeasance, retirement, refinancing or acquisition for value or
payment of the principal of any Convertible Debentures;


 


(xiii)                          the declaration
and payment of cash dividends, distributions, loans or other transfers by the
Issuer to the Company in amounts required (but not in excess thereof) for the
Company to pay, in each case without duplication:


 


(A)                              foreign, federal, state and
local incomes taxes, to the extent such income taxes are either (x) attributable
to the income of the Issuer and its Restricted Subsidiaries and, to the extent
of the amount actually received from its Unrestricted Subsidiaries, in amounts
required to pay such taxes to the extent attributable to the income of such
Unrestricted Subsidiaries or (y) attributable to the income of the Company
but not any of its subsidiaries; provided,  that
in the case of clause (x) above, the amount of such payments in any fiscal
year does not exceed the amount that the Issuer and its Restricted Subsidiaries
would be required to pay in respect of foreign, federal, state and local taxes
for such fiscal year were the Issuer, its Restricted Subsidiaries and its
Unrestricted Subsidiaries (to the extent described above) to pay such taxes
separately from any such parent entity;


 


(B)                                fees and expenses (including
franchise or similar taxes) required to maintain its corporate existence,
customary salary, bonus and other benefits payable to, and indemnities provided
on behalf of, officers, directors and employees of any direct or indirect parent
of the Issuer, if applicable, and general corporate overhead expenses of any
direct or indirect parent of the Issuer in each case to the extent such fees
and expenses are attributable to the ownership or operation of the Issuer, if
applicable, and its Restricted Subsidiaries (provided, that for so long
as such direct or indirect parent owns no assets other than the Equity
Interests in the Issuer or another direct or indirect parent of the Issuer,
such fees and expenses shall be deemed for purposes of this clause (B) to
be so attributable to such ownership or operation);


 


(C)                                amounts payable on the
Company’s lease for the corporate headquarters;


 


(D)                               general and administrative
overhead of subsidiaries of the Company (other than the Issuer and the
Restricted Subsidiaries) so long as the aggregate payments pursuant to this
clause (D) shall not in any fiscal year exceed an amount equal to
$3,000,000 minus any payments made pursuant to clause (xii) of the
definition of “Permitted Investments”;


 


(E)                                 Capital Expenditures so long
as the amount of all payments pursuant to this clause (E) shall not exceed
$10,000,000 in the aggregate; and


 


96
















 


(F)        unfunded commitments set forth in Schedule III
hereto, so long as the amount of all payments pursuant to this clause (F) shall
not exceed in the aggregate an amount equal to $19,500,000 minus any payments
made pursuant to clause (xiii) of the definition of “Permitted Investments”


 


provided,
that, notwithstanding anything herein to the contrary, no Designated SBG
Subsidiary shall be permitted to make any dividend or other distributions, in
cash or property (other than in its additional ownership interests), to the
Company or any subsidiary of the Company that directly owns the ownership
interests of such Designated SBG Subsidiary, including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such ownership interests or any
option, warrant or other right to acquire any such ownership interests.


 


Section 1010.  Limitation
on Transactions with Affiliates.


 


The Issuer shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist
any transaction or series of related transactions (including, without
limitation, the sale, purchase, exchange or lease of assets, property or
services) with any Affiliate of the Issuer (other than the Issuer or a Wholly
Owned Restricted Subsidiary) unless:


 


(a)   such
transaction or series of transactions is in writing on terms that are no less
favorable to the Issuer or such Restricted Subsidiary, as the case may be, than
would be available in a comparable transaction in arm’s-length dealings with an
unrelated third party;


 


(b)   with respect to
any transaction or series of transactions involving aggregate payments in
excess of $5,000,000, the Issuer delivers an Officers’ Certificate to the
Trustee certifying that such transaction or series of related transactions
complies with clause (a) above and such transaction or series of related
transactions has been approved by a majority of the members of the Board of
Directors of the Company (and approved by a majority of Independent Directors
of the Company or, in the event there is only one Independent Director of the
Company, by such Independent Director); and


 


(c)   with respect to
any transaction or series of transactions involving aggregate payments in
excess of $10,000,000, a written opinion to the Issuer or such Restricted
Subsidiary from an independent investment banking, accounting or appraisal firm
of nationally recognized standing that the terms of such transaction are not
materially less favorable than those that might reasonably have been obtained
in a comparable transaction at such time on an arm’s-length basis from a Person
that is not an Affiliate.


 


Notwithstanding the
foregoing, this Section 1010 shall not apply to (i) any transaction
with an officer or director of the Company or the Issuer entered into in the
ordinary course of business (including compensation or employee benefit
arrangements with any officer or director of the Company or the Issuer), (ii) any
transaction entered into by the Issuer or any Wholly Owned Restricted
Subsidiary with a Wholly Owned Restricted Subsidiary, and (iii) transactions
in existence on the Issue Date.


 


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Section 1011.  
Limitation on Liens.


 


The Issuer shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create, incur, affirm or
suffer to exist any Lien of any kind upon any of its property or assets
(including any intercompany notes), now owned or acquired after the Issue Date,
or any income or profits therefrom, excluding, however, from the operation of
the foregoing any of the following (collectively, the “Permitted Liens”):


 


(a)   any Lien
existing as of the Issue Date (other than Liens permitted under clause (c) below);


 


(b)   any Lien
arising by reason of (i) any judgment, decree or order of any court not
constituting an Event of Default, so long as such Lien is adequately bonded and
any appropriate legal proceedings which may have been duly initiated for the
review of such judgment, decree or order shall not have been finally terminated
or the period within which such proceedings may be initiated shall not have
expired; (ii) taxes not yet delinquent or which are being contested in
good faith; (iii) security for payment of workers’ compensation or other
insurance; (iv) good faith deposits in connection with tenders, leases,
contracts (other than contracts for the payment of money); (v) zoning
restrictions, easements, licenses, reservations, provisions, covenants,
conditions, waivers, restrictions on the use of property or minor
irregularities of title (and with respect to leasehold interests, mortgages,
obligations, liens and other encumbrances incurred, created, assumed or
permitted to exist and arising by, through or under a landlord or owner of the
leased property, with or without consent of the lessee), none of which
materially impairs the use of any parcel of property material to the operation
of the business of the Issuer or any Subsidiary or the value of such property for
the purpose of such business; (vi) deposits to secure public or statutory
obligations, or in lieu of surety or appeal bonds; (vii) surveys,
exceptions, title defects, encumbrances, reservations of, or rights of others
for, rights of way, sewers, electric lines, telegraph or telephone lines and
other similar purposes or zoning or other restrictions as to the use of real
property not interfering with the ordinary conduct of the business of the
Issuer or any of its Subsidiaries; or (viii) operation of law in favor of
mechanics, materialmen, laborers, employees or suppliers, incurred in the
ordinary course of business for sums which are not yet delinquent or are being
contested in good faith by negotiations or by appropriate proceedings which
suspend the collection thereof;


 


(c)   any Lien now
or hereafter existing on property of the Issuer or any
Restricted Subsidiary securing Indebtedness incurred pursuant to Section 1008(b)(i),
provided that (x) Section 1013 is complied with and (y) the
Securities and the Guarantees shall be secured by such property on at least a
second-priority basis;


 


(d)   any Lien
securing Indebtedness provided that (x) the Issuer and the
Restricted Subsidiaries would comply with Section 1008(a) if such
Indebtedness were incurred on the date such Lien is incurred and (y) Section 1013
is complied with;


 


(e)   any Lien
securing Acquired Indebtedness created prior to (and not created in connection
with, or in contemplation of) the incurrence of such Indebtedness by the Issuer
or any Restricted Subsidiary, in each case which Indebtedness is permitted
under the provisions of Section 1008; provided that any such Lien
only extends to the assets that were subject to such 


 


98

















 


Lien securing such Acquired Indebtedness prior to the related
transaction by the Issuer or its Restricted Subsidiaries;


 


(f)   any Lien
securing Permitted Guarantor Indebtedness;


 


(g)   Liens securing
the Securities and Guarantees and any obligations owing to the Trustee or the
Collateral Agent under this Indenture or the Security Documents;


 


(h)   any extension,
renewal, refinancing or replacement, in whole or in part, of any Lien described
in the foregoing clauses (a) and (c) through (f) so long as the
Lien is limited to the same property and assets that secured the original Lien;
and


 


(i)   Liens on
property of the Issuer or any Restricted Subsidiary with respect to obligations
that do not exceed $10,000,000 at any one time outstanding provided that
(a) the Securities and the Guarantees shall be secured by such property
equally and ratably with, or senior in priority to, such obligations and (b) the
holder of such Lien either (x) is subject to an intercreditor agreement
consistent with the Intercreditor Agreement or (y) is or agrees to become
bound by the terms of the Intercreditor Agreement on the same basis as the
Holders of the Securities.


 


(j)   any Lien on property of the Issuer or any Restricted Subsidiary securing
Indebtedness incurred pursuant to Section 1008(b)(x); provided,
that (A) Section 1013 is complied with and (y) the Securities
and the Guarantees shall be secured by such property on a basis that is senior
in priority to such Lien.


 


Section 1012.  
Limitation on Sale of Assets.


 


(a)   The Issuer
shall not, and shall not permit any of the Restricted Subsidiaries to, directly
or indirectly, consummate an Asset Sale unless (i) at least 75% of the
consideration from such Asset Sale (exclusive of assumed senior Indebtedness to
which the Issuer and the Restricted Subsidiaries have received a full and
unconditional release from such liability in connection with such Asset Sale)
is received in cash and (ii) the Issuer or such Restricted Subsidiary
receives consideration at the time of such Asset Sale at least equal to the Fair
Market Value of the shares or assets sold (other than in the case of an
involuntary Asset Sale, as determined by the Board of Directors of the Issuer
and evidenced in a Board Resolution or in connection with an Asset Swap, as
determined in writing by a nationally recognized investment banking or
appraisal firm); provided, however, that in the event the Issuer or any
Restricted Subsidiary engages in an Asset Sale with any third party and
receives in consideration therefor, or simultaneously with such Asset Sale
enters into, a Local Marketing Agreement with such third party or any affiliate
thereof, the Fair Market Value of such Local Marketing Agreement (as determined
in writing by a nationally recognized investment banking or appraisal firm)
shall be deemed cash and considered when determining whether such Asset Sale
complies with the foregoing clauses (i) and (ii).  Notwithstanding the foregoing, clause (i) of
the preceding sentence shall not be applicable to any Asset Swap.


 


(b)   If all or a
portion of the Net Cash Proceeds of any Asset Sale are not required to be
applied to repay permanently any secured Indebtedness or, if the assets
disposed of were not Collateral, any Pari Passu Indebtedness then outstanding
as required by the terms thereof, or 


 


99

















 


the Issuer determines not to apply such Net Cash Proceeds to the
permanent prepayment of such secured Indebtedness or Pari Passu Indebtedness,
as applicable, or if no such secured Indebtedness or Pari Passu Indebtedness
that by its terms requires the repayment thereof is then outstanding, then the
Issuer may, within 12 months of the Asset Sale, invest the Net Cash Proceeds in
properties and assets that (as determined by the Board of Directors of the
Issuer) replace the properties and assets that were the subject of the Asset
Sale or in properties and assets that will be used in the businesses of the
Issuer or its Restricted Subsidiaries existing on the Issue Date or reasonably
related thereto. The amount of such Net Cash Proceeds neither used to
permanently repay or prepay secured Indebtedness or, if the assets disposed of
were not Collateral, Pari Passu Indebtedness nor used or invested as set forth in
this paragraph within 12 months of the Asset Sale constitutes “Excess Proceeds.”
Pending the final application of any Net Cash Proceeds pursuant to this Section 1012(b),
the Issuer or the applicable Restricted Subsidiary may apply
such Net Cash Proceeds temporarily to reduce Indebtedness outstanding under a
revolving credit facility or otherwise invest such Net Cash Proceeds in any
manner not prohibited by this Indenture.


 


(c)   On the 366th day after an Asset Sale, if the aggregate
amount of Excess Proceeds exceeds $10,000,000 or more, the Issuer shall apply
the Excess Proceeds to the repayment of the Securities, secured Indebtedness
or, if the assets disposed of were not Collateral, any Pari Passu Indebtedness
required to be repurchased under the instrument governing such secured
Indebtedness or Pari Passu Indebtedness as follows:


 


(i)            the Issuer
shall make an offer to purchase (an “Offer”) from all Holders of the Securities
in accordance with the procedures set forth in this Indenture in the maximum
principal amount (that is a minimum of $2,000 or an integral multiple of $1,000
in excess thereof) of Securities that may be purchased out of an amount (the “Security
Amount”) equal to the product of such Excess Proceeds multiplied by a fraction,
the numerator of which is the outstanding principal amount of the Securities,
and the denominator of which is the sum of the outstanding principal amount of
the Securities, secured Indebtedness and, if not Collateral, such Pari Passu
Indebtedness (subject to proration in the event such amount is less than the
aggregate Offered Price of all Securities tendered), and


 


(ii)           to the extent
required by such secured Indebtedness or Pari Passu Indebtedness to permanently
reduce the principal amount of such secured Indebtedness or Pari Passu
Indebtedness, the Issuer shall make an offer to purchase or otherwise
repurchase or redeem Pari Passu Indebtedness or secured Indebtedness (a “Pari
Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess
of the Excess Proceeds over the Security Amount.


 


The offer price shall be payable
in cash in an amount equal to 100% of the principal amount of the Securities
plus accrued and unpaid interest, if any, to the date (the “Offer Date”) such
Offer is consummated (the “Offered Price”), in accordance with the procedures
set forth in this Indenture. To the extent that the aggregate Offered Price of
the Securities tendered pursuant to the Offer is less than the Security Amount
relating thereto or the aggregate amount of secured Indebtedness and Pari Passu
Indebtedness that is purchased is less than the Pari Passu Debt Amount (the
amount of such shortfall, if any, constituting a “Deficiency”), the Issuer
shall 


 


100

















 


use such Deficiency in the business of the Issuer
and its Restricted Subsidiaries. Upon completion of the purchase of all the
Securities tendered pursuant to an Offer and repurchase of the secured
Indebtedness or Pari Passu Indebtedness pursuant to a Pari Passu Offer, the
amount of Excess Proceeds, if any, shall be reset at zero.


 


(d)   Whenever the
Excess Proceeds exceed $10,000,000, such Excess Proceeds shall be set aside by
the Issuer in a separate account pending (i) deposit with the depositary
or a Paying Agent of the amount required to purchase the Securities, secured
Indebtedness or Pari Passu Indebtedness tendered in an Offer or a Pari Passu
Offer, (ii) delivery by the Issuer of the Offered Price to the Holders of
the Securities, secured Indebtedness or Pari Passu Indebtedness tendered in an
Offer or a Pari Passu Offer and (iii) application, as set forth above, of
Excess Proceeds in the business of the Issuer and the Restricted Subsidiaries.
Such Excess Proceeds may be invested in Temporary Cash Investments, provided
that the maturity date of any such Investment made after the amount of Excess
Proceeds exceeds $10,000,000 shall not be later than the Offer Date. The Issuer
shall be entitled to any interest or dividends accrued, earned or paid on such
Temporary Cash Investments, provided that the Issuer shall not withdraw
such interest from the separate account if an Event of Default has occurred and
is continuing.


 


(e)   If the Issuer
becomes obligated to make an Offer pursuant to clause (c) above, the
Securities shall be purchased by the Issuer, at the option of the Holder thereof,
in whole or in part in amounts of $2,000 or in integral multiples of $1,000 in
excess thereof, on a date that is not earlier than 45 days and not later than
60 days from the date the notice is given to Holders, or such later date as may
be necessary for the Issuer to comply with the requirements under the Exchange
Act, subject to proration in the event the Security Amount is less than the
aggregate Offered Price of all Securities tendered.


 


(f)   The Issuer
shall send or cause to be sent by first-class mail, postage prepaid, to the
Trustee and to each Holder of the Securities, at his address appearing in the
Security Register, a notice stating or including:


 


(1)           that the Holder has the right to require the Issuer
to repurchase, subject to proration, such Holder’s Securities at the Offered
Price;


 


(2)           the Offer Date;


 


(3)           the instructions a Holder must follow in order to
have its Securities purchased in accordance with paragraph (c) of this
Section; and


 


(4)           such other information, if any, concerning the business
of the Issuer which the Issuer in good faith believes will enable such Holders
to make an informed investment decision.


 


(g)   Holders
electing to have Securities purchased hereunder will be required to surrender
such Securities at the address specified in the notice at least three Business
Days prior to the Offer Date. Holders will be entitled to withdraw their
election to have their Securities purchased pursuant to this Section 1012
if the Issuer receives, not later than three Business Days prior to the Offer
Date, a telegram, telex, facsimile transmission or letter setting forth (1) the
name of the Holder, (2) the certificate number of the Security in respect
of which such notice of 


 


101

















 


withdrawal is being submitted, (3) the principal amount of the
Security (which shall be $2,000 or any multiple of $1,000 in excess thereof)
delivered for purchase by the Holder as to which his election is to be
withdrawn, (4) a statement that such Holder is withdrawing his election to
have such principal amount of such Security purchased, and (5) the
principal amount, if any, of such Security (which shall be $2,000 or any
multiple of $1,000 in excess thereof) that remains subject to the original
notice of the Offer and that has been or will be delivered for purchase by the
Issuer.


 


(h)   The Issuer
shall (i) not later than the Offer Date, accept for payment Securities or
portions thereof tendered pursuant to the Offer, (ii) not later than 10:00 a.m.
(New York City time) on the Offer Date, deposit with the Trustee or with a
Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money in same
day funds (or New York Clearing House funds if such deposit is made prior to
the Offer Date) sufficient to pay the aggregate Offered Price of all the
Securities or portions thereof which are to be purchased on that date and (iii) not
later than the Offer Date, deliver to the Paying Agent (if other than the
Issuer) an Officers’ Certificate stating the Securities or portions thereof
accepted for payment by the Issuer.


 


Subject to applicable escheat laws, as provided in
the Securities, the Trustee and the Paying Agent shall return to the Issuer any
cash that remains unclaimed, together with interest, if any, thereon, held by
them for the payment of the Offered Price; provided, however, that (x) to
the extent that the aggregate amount of cash deposited by the Issuer with the
Trustee in respect of an Offer exceeds the aggregate Offered Price of the
Securities or portions thereof to be purchased, the Trustee shall hold such
excess for the Issuer and (y) unless otherwise directed by the Issuer in
writing, promptly after the Business Day following the Offer Date the Trustee
shall return any such excess to the Issuer together with interest or dividends,
if any, thereon.


 


(i)   Securities to
be purchased shall, on the Offer Date, become due and payable at the Offered
Price and from and after such date (unless the Issuer shall default in the
payment of the Offered Price) such Issuer shall cease to bear interest. Such
Offered Price shall be paid to such Holder promptly following the later of the
Offer Date and the time of delivery of such Security to the relevant Paying Agent
at the office of such Paying Agent by the Holder thereof in the manner
required. Upon surrender of any such Security for purchase in accordance with
the foregoing provisions, such Security shall be paid by the Issuer at the
Offered Price; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Offer Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered
as such on the relevant Regular Record Dates according to the terms and the
provisions of Section 309; provided, further, that Securities to be
purchased are subject to proration in the event the Excess Proceeds are less
than the aggregate Offered Price of all Securities tendered for purchase, with
such adjustments as may be appropriate by the Trustee so that only Securities
in denominations of $2,000 or multiples of $1,000 in excess thereof, shall be
purchased. If any Security tendered for purchase shall not be so paid upon
surrender thereof by deposit of funds with the Trustee or a Paying Agent in
accordance with paragraph (j) above, the principal thereof shall, until
paid, bear interest from the Offer Date at the rate borne by such Security. Any
Security that is to be purchased only in part shall be surrendered to a Paying
Agent at the office of such Paying Agent (with, if the Isssuer, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Issuer and the 


 


102

















 


Security Registrar or the Trustee duly executed by, the Holder thereof
or such Holder’s attorney duly authorized in writing), and the Issuer shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge, one or more new Securities of any authorized
denomination as requested by such Holder in an aggregate principal amount equal
to, and in exchange for, the portion of the principal amount of the Security so
surrendered that is not purchased.


 


(j)   The Issuer
shall comply with the applicable tender offer rules, including Rule 14e-1
under the Exchange Act, and any other applicable securities laws or regulations
in connection with an Offer, provided that to the extent that the
provisions of any such securities laws or regulations conflict with any
provisions of such an Offer, the Issuer shall comply with those securities laws
and regulations and shall not be deemed to have breached its obligations under
any provisions of such an Offer by virtue of any such conflict.


 


(k)   The Issuer
shall not, and shall not permit any Restricted Subsidiary to, create or permit
to exist or become effective any restriction (other than restrictions existing
under Indebtedness, including the Bank Credit Agreement and the Existing
Convertible Notes, as in effect on the Issue Date and listed on Schedule IV
hereto as such Indebtedness may be refinanced from time to time, provided
that such restrictions are no less favorable to the Holders of Securities than
those existing on the Issue Date) that would materially impair the ability of
the Issuer to make an Offer to purchase the Securities or, if such Offer is
made, to pay for the Securities tendered for purchase.


 


Section 1013.  
Limitation on Issuances of Guarantees of and Pledges for Indebtedness.


 


(a)   The Issuer
shall not permit any Restricted Subsidiary, other than the Guarantors, directly
or indirectly, to guarantee, assume or in any other manner become liable with
respect to any Indebtedness of the Issuer (other than guarantees in existence
on the Issue Date) unless such guarantee is otherwise permitted under this
Indenture and such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture to this Indenture providing for a guarantee of the
Securities on the same terms as the guarantee of such Indebtedness. Each
Restricted Subsidiary that becomes a Guarantor after the date of issuance of
the Securities shall also become a party to the Security Documents and shall
take such actions as are reasonably necessary or advisable to grant the
Collateral Agent for the benefit of the Holders of the Securities, the Trustee
and the Collateral Agent a perfected and at least second-priority security
interest in any Collateral held by such Restricted Subsidiary, subject to
Permitted Liens, provided, that if such Indebtedness is Subordinated
Indebtedness, any such assumption, guarantee or other liability of such
Restricted Subsidiary with respect to such Indebtedness shall be subordinated
to such Restricted Subsidiary’s guarantee of the Securities at least to the
same extent as such Indebtedness is subordinated to the Securities.


 


(b)   Each guarantee
created pursuant to the provisions described in the foregoing paragraph is
referred to as a “Guarantee” and the issuer of each such Guarantee is referred
to as a “Guarantor.” Notwithstanding the foregoing, any Guarantee by a
Restricted Subsidiary of the Securities shall provide by its terms that it
shall be automatically and unconditionally released and discharged, and any
security interest granted pursuant to any Security Document released, 


 


103

















 


upon (i) any sale, exchange or transfer, to any Person not an
Affiliate of the Issuer, of all of the Company’s or the Issuer’s Equity
Interest in, or all or substantially all the assets of, such Restricted
Subsidiary, which is in compliance with this Indenture or (ii) with
respect to any Guarantees created after the Issue Date, the release by the
holders of the Indebtedness of the Issuer described in Section 1013(a) above
of their Guarantee by such Restricted Subsidiary (including any deemed release
upon payment in full of all obligations under such Indebtedness), at a time
when (A) no other Indebtedness of the Issuer has been secured or
guaranteed by such Restricted Subsidiary, as the case may be, or (B) the
holders of all such other Indebtedness which is secured or guaranteed by such
Restricted Subsidiary also release their Guarantee by such Restricted
Subsidiary (including any deemed release upon payment in full of all
obligations under such Indebtedness).


 


Section 1014.  
Restriction on Transfer of Assets.


 


The Issuer and the Guarantors shall not sell,
convey, transfer or otherwise dispose of their respective assets or property to
any Restricted Subsidiary (other than any Guarantor), except for sales,
conveyances, transfers or other dispositions made in the ordinary course of
business and except for capital contributions to any Restricted Subsidiary, the
only material assets of which are broadcast licenses, in each case subject to
compliance with Section 1012. For purposes of this provision and Section 1012,
any sale, conveyance, transfer, lease or other disposition of property or
assets, having a Fair Market Value in excess of (a) $1,000,000 for any
sale, conveyance, transfer, lease or disposition or series of related sales,
conveyances, transfers, leases and dispositions and (b) $5,000,000 in the
aggregate for all such sales, conveyances, transfers, leases or dispositions in
any fiscal year of the Issuer shall not be considered “in the ordinary course
of business.”


 


Section 1015.  
Purchase of Securities upon a Change of Control.


 


(a)   If a Change of
Control shall occur at any time, then each Holder of Securities shall have the
right to require that the Issuer purchase such Holder’s Securities in whole or
in part in amounts of $2,000 and integral multiples of $1,000 in excess
thereof, at a purchase price (the “Change of Control Purchase Price”) in cash
in an amount equal to 101% of the principal amount of such Securities, plus
accrued and unpaid interest, if any, to the date of purchase (the “Change of
Control Purchase Date”), pursuant to the offer described in subsection (c) of
this Section (the “Change of Control Offer”) and in accordance with the
procedures set forth in subsections (b), (c), (d) and (e) of this
Section.


 


Notwithstanding
the foregoing, the Issuer will not be required to make a Change of Control
Offer if a third party makes an offer in the manner, at the times and otherwise
in compliance with the requirements for a Change of Control Offer to be made by
the Issuer (such an offer, a “Third Party Offer”) and such third party
purchases all the Securities properly tendered and not withdrawn under such
Third Party Offer.


 


(b)   Within 30 days
following any Change of Control, unless the Issuer has exercised its right to
redeem all of the Securities pursuant to Section 1101(c), the Issuer shall notify the Trustee
thereof and give written notice (a “Change of Control Purchase Notice”) of 


 


104

















 


such Change of Control to each Holder of the Securities by first-class
mail, postage prepaid, at the address appearing in the Security Register,
stating among other things:


 


(1)         that a Change of Control has occurred, the date of
such event, and that such Holder has the right to require the Issuer to
repurchase such Holder’s Securities at the Change of Control Purchase Price;


 


(2)         the circumstances and relevant facts regarding such
Change of Control (including but not limited to information with respect to pro
forma historical income, cash flow and capitalization after giving effect to
such Change of Control);


 


(3)         (i) the most recently filed Annual Report on Form 10-K
(including audited consolidated financial statements) of the Company, the most
recent subsequently filed Quarterly Report on Form 10-Q, as applicable,
and any Current Report on Form 8-K of the Company filed subsequent to such
Quarterly Report (or in the event the Company is not required to prepare any of
the foregoing Forms, the comparable information required to be prepared by the
Company, the Issuer and any Guarantor pursuant to Section 1019), (ii) a
description of material developments in the Issuer’s business subsequent to the
date of the latest of such reports and (iii) such other information, if
any, concerning the business of the Issuer which the Issuer in good faith
believes will enable such Holders to make an informed investment decision;


 


(4)         that the Change of Control Offer is being made
pursuant to this Section 1015 and that all Securities properly tendered
pursuant to the Change of Control Offer will be accepted for payment at the
Change of Control Purchase Price;


 


(5)         the Change of Control Purchase Date which shall be a
Business Day no earlier than 30 days nor later than 60 days from the date such
notice is mailed, or such later date as is necessary to comply with
requirements under the Exchange Act;


 


(6)         the Change of Control Purchase Price;


 


(7)         the names and addresses of the Paying Agent and the
offices or agencies referred to in Section 1002;


 


(8)         that Securities must be surrendered on or prior to
the Change of Control Purchase Date to the Paying Agent at the office of the
Paying Agent or to an office or agency referred to in Section 1002 to
collect payment;


 


(9)         that the Change of Control Purchase Price for any
Security which has been properly tendered and not withdrawn will be paid
promptly following the Change of Control Offer Purchase Date;


 


105
















 


(10)      the procedures for withdrawing a tender of
Securities and Change of Control Purchase Notice;


 


(11)      that any Security not tendered will continue to
accrue interest; and


 


(12)      that, unless the Issuer defaults in the payment of
the Change of Control Purchase Price, any Security accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest after
the Change of Control Purchase Date.


 


(c)   Upon receipt by
the Issuer of the proper tender of Securities, the Holder of the Security in
respect of which such proper tender was made shall (unless the tender of such
Security is properly withdrawn) thereafter be entitled to receive solely the
Change of Control Purchase Price with respect to such Security. Upon surrender
of any such Security for purchase in accordance with the foregoing provisions,
such Security shall be paid by the Issuer at the Change of Control Purchase
Price; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Change of Control Purchase Date shall be payable
to the Holders of such Securities, or one or more Predecessor Securities,
registered as such on the relevant Regular Record Dates according to the terms
and the provisions of Section 309. If any Security tendered for purchase
shall not be so paid upon surrender thereof, the principal thereof (and
premium, if any, thereon) shall, until paid, bear interest from the Change of
Control Purchase Date at the rate borne by such Security. Holders electing to
have Securities purchased will be required to surrender such Securities to the
Paying Agent at the address specified in the Change of Control Purchase Notice
at least two Business Days prior to the Change of Control Purchase Date. Any
Security that is to be purchased only in part shall be surrendered to a Paying
Agent at the office of such Paying Agent (with, if the Issuer, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Issuer and the Security Registrar
or the Trustee, as the case may be, duly executed by, the Holder thereof or
such Holder’s attorney duly authorized in writing), and the Issuer shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge, one or more new Securities of any authorized
denomination as requested by such Holder in an aggregate principal amount equal
to, and in exchange for, the portion of the principal amount of the Security so
surrendered that is not purchased.


 


(d)   The Issuer
shall (i) not later than the Change of Control Purchase Date, accept for
payment Securities or portions thereof tendered pursuant to the Change of
Control Offer, (ii) not later than 11:00 a.m. (New York City time) on
the Change of Control Purchase Date, deposit with the Paying Agent an amount of
cash sufficient to pay the aggregate Change of Control Purchase Price of all
the Securities or portions thereof which are to be purchased as of the Change
of Control Purchase Date and (iii) not later than the Change of Control
Purchase Date, deliver to the Paying Agent an Officers’ Certificate stating the
Securities or portions thereof accepted for payment by the Issuer. The Paying
Agent shall promptly mail or deliver to Holders of Securities so accepted
payment in an amount equal to the Change of Control Purchase Price of the
Securities purchased from each such Holder, and the Issuer shall execute and
the Trustee shall promptly authenticate and mail or deliver to such Holders a
new Security equal in principal amount to any unpurchased portion of the
Security surrendered. Any Securities not so 


 


106

















 


accepted shall be promptly mailed or delivered by the Paying Agent at
the Issuer’s expense to the Holder thereof. The Issuer shall publicly announce
the results of the Change of Control Offer on the Change of Control Purchase
Date. For purposes of this Section 1015, the Issuer shall choose a Paying
Agent which shall not be the Issuer.


 


(e)   A Change of
Control Purchase Notice may be withdrawn before or after delivery by the Holder
to the Paying Agent at the office of the Paying Agent of the Security to which
such Change of Control Purchase Notice relates, by means of a written notice of
withdrawal delivered by the Holder to the Paying Agent at the office of the
Paying Agent or to the office or agency referred to in Section 1002 to
which the related Change of Control Purchase Notice was delivered not later
than three Business Days prior to the Change of Control Purchase Date
specifying, as applicable:


 


(1)        the name of the Holder;


 


(2)        the certificate number of the Security in respect of
which such notice of withdrawal is being submitted;


 


(3)        the principal amount of the Security (which shall be
$2,000 or an integral multiple of $1,000 thereof) delivered for purchase by the
Holder as to which such notice of withdrawal is being submitted; and


 


(4)        the principal amount, if any, of such Security
(which shall be $2,000 or an integral multiple of $1,000 thereof) that remains
subject to the original Change of Control Purchase Notice and that has been or
will be delivered for purchase by the Issuer.


 


(f)   Subject to
applicable escheat laws, as provided in the Securities, the Trustee and the
Paying Agent shall return to the Issuer any cash that remains unclaimed,
together with interest or dividends, if any, thereon, held by them for the
payment of the Change of Control Purchase Price; provided, however, that
(x) to the extent that the aggregate amount of cash deposited by the
Issuer pursuant to clause (ii) of paragraph (d) above exceeds the
aggregate Change of Control Purchase Price of the Securities or portions
thereof to be purchased, then the Trustee shall hold such excess for the Issuer
and (y) unless otherwise directed by the Issuer in writing, promptly after
the Business Day following the Change of Control Purchase Date the Trustee
shall return any such excess to the Issuer together with interest, if any,
thereon.


 


(g)   The Issuer
shall comply with the applicable tender offer rules, including Rule 14e-1
under the Exchange Act, and any other applicable securities laws or regulations
in connection with a Change of Control Offer, provided that to the
extent that the provisions of any such securities laws or regulations conflict
with the Change of Control Offer provisions of the Securities, the Issuer shall
comply with those securities laws and regulations and shall not be deemed to
have breached its obligations under the Change of Control Offer provisions of
the Securities by virtue of any such conflict.


 


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Section 1016.  
Limitation on Subsidiary Equity Interests.


 


The Issuer shall not permit any Restricted
Subsidiary to issue any Equity Interests, except for (i) Equity Interests
issued to and held by the Issuer or a Wholly Owned Restricted Subsidiary or, in
the case of any Designated SBG Subsidiary, the Company, and (ii) Equity
Interests issued by a Person prior to the time (A) such Person becomes a
Restricted Subsidiary, (B) such Person merges with or into a Restricted
Subsidiary or (C) a Restricted Subsidiary merges with or into such Person;
provided that such Equity Interests were not issued or incurred by such
Person in anticipation of the type of transaction contemplated by subclause
(A), (B) or (C).


 


Section 1017.  
Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries.


 


The Issuer shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause
or suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (i) pay dividends or make any
other distribution on its Equity Interests, (ii) pay any Indebtedness owed
to the Issuer or any Restricted Subsidiary, (iii) make any Investment in
the Issuer or any Restricted Subsidiary or (iv) transfer any of its
properties or assets to the Issuer or any Restricted Subsidiary, except (a) any
encumbrance or restriction pursuant to an agreement in effect on the Issue Date
and listed on Schedule V hereto or contained in any other indenture or
instrument governing debt or preferred securities that are no more restrictive
than those contained in this Indenture; (b) any encumbrance or
restriction, with respect to a Restricted Subsidiary that is not a Subsidiary
of the Issuer on the Issue Date, in existence at the time such Person becomes a
Restricted Subsidiary of the Issuer and not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary, provided
that such encumbrances and restrictions are not applicable to the Company or
any Restricted Subsidiary or the properties or assets of the Company or any
Restricted Subsidiary other than such Subsidiary which is becoming a Restricted
Subsidiary; (c) any encumbrance or restriction existing under any
agreement that extends, renews, refinances or replaces the agreements
containing the encumbrances or restrictions in the foregoing clauses (a) and
(b), or in this clause (c), provided that the terms and conditions of
any such encumbrances or restrictions are not materially less favorable to the
Holders of the Securities than those under or pursuant to the agreement
evidencing the Indebtedness so extended, renewed, refinanced or replaced or are
not more restrictive than those set forth in this Indenture; and (d) any
encumbrance or restriction created pursuant to an asset sale agreement, stock
sale agreement or similar instrument pursuant to which an Asset Sale permitted
under Section 1012 is to be consummated, so long as such restriction or
encumbrance shall be effective only for a period from the execution and
delivery of such agreement or instrument through a termination date not later
than 270 days after such execution and delivery.


 


Section 1018.  
Limitation on Unrestricted Subsidiaries.


 


The Issuer shall not make, and shall not permit any
of its Restricted Subsidiaries to make, any Investments in Unrestricted
Subsidiaries if, (A) a Default or Event of Default shall have occurred or
be continuing or arise therefrom or (B) at the time thereof, the aggregate
amount of such Investments would exceed the amount of Restricted Payments then
permitted to 


 


108

















 


be made pursuant to Section 1009.
Any Investments in Unrestricted Subsidiaries permitted to be made pursuant to
this covenant (i) shall be treated as the payment of a Restricted Payment
in calculating the amount of Restricted Payments made by the Issuer and (ii) may
be made in cash or property.


 


Section 1019.  
Provision of Financial Statements.


 


Whether or not the Company is subject to Section 13(a) or
15(d) of the Exchange Act, the Company shall, to the extent permitted
under the Exchange Act, file with the Commission the annual reports, quarterly
reports and other documents which the Company would have been required to file
with the Commission pursuant to such Sections 13(a) or 15(d) if the
Company were so subject, such documents to be filed with the Commission on or
prior to the respective dates by which the Company would have been required to
file such documents if the Company were so subject (the “Required Filing Dates”);
provided, however, that if the Company is not subject to Section 13(a) or
15(d) of the Exchange Act, it shall not be required to file with the
Commission such documents to the extent it posts such documents that it would
have been required to file with the Commission pursuant to such Section 13(a) or
15(d) if it were so subject on its website accessible to each Holder of Securities
by the applicable Required Filing Date. The Company shall also in any event (x) within
15 days of each Required Filing Date (i) transmit by mail to all Holders,
as their names and addresses appear in the Security Register, without cost to
such Holders and (ii) file with the Trustee copies of the annual reports,
quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to Section 13(a) or 15(d) of
the Exchange Act if the Company were subject to such Sections and (y) if
filing such documents by the Company with the Commission is not permitted under
the Exchange Act, promptly upon written request and payment of the reasonable
cost of duplication and delivery, supply copies of such documents to any
prospective Holder at the Company’s cost. Notwithstanding the foregoing, the
Company shall be deemed to have furnished such reports referred to above to the
Holders if (A) it has filed such reports with the Commission via the
Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System
(EDGAR) and such reports are publicly available or (B) it is not subject
to Sections 13(a) or 15(d) of the Exchange Act and it has posted such
reports on its website and such reports are publicly available. If at any time
the Company is not subject to Sections 13(a) or 15(d) of the Exchange
Act, it shall also hold a quarterly conference call to discuss the consolidated
financial results of the Company with the Holders of the Securities. Such
conference call shall not be later than five Business Days from each Required
Filing Date. No fewer than two days prior to the conference call, the Company
shall issue a press release to the appropriate wire services announcing the
time, date and access details of such conference call.


 


If at any time the financial
statements of the Company do not include the consolidated balance sheets,
consolidated statements of operations and consolidated statements of cash flow
of the Issuer and the Guarantors presented in accordance with Rule 3-10 of
Regulation S-X under the Securities Act, then the Issuer shall furnish to each
Holder of Securities (including by posting on a website accessible to each
Holder of Securities) (a) within 120 days after the end of each fiscal
year of the Issuer, the audited consolidated balance sheet and related
statements of operations, stockholders’ equity and cash flows of the Issuer and
its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for
such year, setting forth in comparative form the figures for the previous
fiscal year, all reported on by 


 


109

















 


PricewaterhouseCoopers, LLP
or other independent public accountants of recognized national standing and (b) within
60 days after the end of each of the first three quarters of each fiscal year
of the Issuer, the unaudited consolidated balance sheet and related statements
of operations, stockholder’s equity and cash flows of the Issuer and its
Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for
such fiscal quarter and then elapsed portion of such fiscal year, setting forth
in comparative form the figures for the corresponding period or periods of the
previous fiscal year, all certified by a Financial Officer of the Issuer.


 


So long as any of the Securities remain Outstanding,
the Issuer shall make available to any prospective purchaser of Securities or
beneficial owner of Securities in connection with any sale of Securities the
information required by Rule 144A(d)(4) under the Securities Act so
long as such Securities are not freely transferable under the Securities Act.


 


Section 1020.  
Statement by Officers as to Default.


 


(a)   The Issuer
shall deliver to the Trustee, on or before a date not more than 60 days after
the end of each fiscal quarter and not more than 120 days after the end of each
fiscal year of the Issuer ending after the date hereof, a written statement
signed by two executive officers of the Issuer, one of whom shall be the
principal executive officer, principal financial officer or principal
accounting officer of the Issuer, stating whether or not, after a review of the
activities of the Issuer during such year or such quarter and of the Issuer’s
performance under this Indenture, to the best knowledge, based on such review,
of the signers thereof, the Issuer has fulfilled all its obligations and is in
compliance with all conditions and covenants under this Indenture throughout
such year or quarter, as the case may be and, if there has been a Default,
specifying each Default and the nature and status thereof.


 


(b)   When any
Default or Event of Default has occurred and is continuing, or if the Trustee
or any Holder or the trustee for or the holder of any other evidence of
Indebtedness of the Issuer or any Subsidiary gives any notice or takes any
other action with respect to a claimed default (other than with respect to
Indebtedness in the principal amount of less than $5,000,000), the Issuer shall
deliver to the Trustee by registered or certified mail or by telegram, telex or
facsimile transmission followed by hard copy an Officers’ Certificate
specifying such Default, Event of Default, notice or other action within five
Business Days of its occurrence.


 


Section 1021.  
Waiver of Certain Covenants.


 


The Issuer or any Guarantor may omit in any
particular instance to comply with any term, provision or condition set forth
in Sections 1006 through 1011, 1013, 1014 and 1016 through 1019, if, before or
after the time for such compliance, the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding shall, by
Act of such Holders, waive such compliance in such instance with such covenant
or condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Issuer and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force
and effect.


 


110

















 


Section 1022.   Tender Offer


 


The Issuer shall use its best efforts to consummate
the Tender Offers with respect to all of the Existing Convertible Notes
tendered thereunder promptly upon the expiration of the Tender Offers on November 5,
2009 (or such later date if the Issuer extends the Tender Offers in good
faith).


 


ARTICLE
ELEVEN



REDEMPTION OF SECURITIES


 


Section 1101.  Rights
of Redemption.


 


(a)   Except as
described in this subsection (a) or subsection (c) hereof, the
Securities may not be redeemed until November 1, 2013. At any
time prior to November 1, 2013, upon not less than 15 nor more than 60
days’ prior notice as provided for in Section 1105, the Issuer may
redeem the Securities, in whole but not in part, at a redemption price equal to
100% of the principal amount of the Securities redeemed plus the Applicable
Premium plus accrued and unpaid interest, if any, to the Redemption Date,
subject to the rights of Holders of Securities on the relevant Record Date to
receive interest due on the relevant Interest Payment Date.


 


(b)   From and after November 1,
2013, the Issuer may redeem the Securities, in whole or, from
time to time, in part, upon not less than 15 nor more than 60 days’ prior
notice as provided for in Section 1105 at the redemption prices (expressed
as percentages of principal amount of the Securities to be redeemed), plus
accrued and unpaid interest thereon, if any, to the applicable Redemption Date
(subject to the right of Holders of Securities of record on the relevant Record
Date to receive interest due on the relevant Interest Payment Date) if redeemed
during the twelve-month period beginning on November 1 of each of the
years indicated below:


 




	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2013

  	
   

  	
  104.625

  	
  %

  
	
  2014

  	
   

  	
  102.313

  	
  %

  
	
  2015 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


(c)   At any time on
or prior to November 1, 2012, the Issuer may redeem up to 35% of the
principal amount of Securities issued under this Indenture with the net
proceeds of one or more Equity Offerings of the Issuer at 109.25% of the
aggregate principal amount, together with accrued and unpaid interest, if any,
to the Redemption Date (subject to the right of Holders of record on relevant
record dates to receive interest due on an Interest Payment Date); provided
that:


 


(i)  
at least 65% of the original principal amount of the Securities (calculated
after giving effect to any issuance of Additional Securities) remains
Outstanding after each such redemption; and


 


(ii)  
the redemption occurs within 90 days after the closing of such Equity Offering.


 


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Notice of any redemption upon any Equity Offering
may be given prior to the completion of such Equity Offering, and any such
redemption or notice may, at the Issuer’s discretion, be subject to one or more
conditions precedent, including, but not limited to, completion of the related
Equity Offering.


 


Section 1102.  
Mandatory Redemption.


 


The
Issuer shall not be required to make mandatory redemption payments or sinking
fund payments with respect to the Securities.


 


Section 1103.  
Election to Redeem; Notice to Trustee.


 


If the Issuer elects to redeem Securities pursuant
to Section 1101, the Issuer shall furnish to the Trustee, at least 5
Business Days before notice of redemption is required to be mailed or caused to
be mailed to Holders pursuant to Section 1105 but not more than 60 days
before a Redemption Date, an Officers’ Certificate setting forth (a) the
paragraph or subparagraph of such Security and/or Section of this Indenture
pursuant to which the redemption shall occur, (b) the Redemption Date, (c) the
principal amount of the Securities to be redeemed and (d) the redemption
price. The Issuer shall deliver to the Trustee such documentation and records
as shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 1104.


 


Section 1104.  
Selection by Trustee of Securities to Be Redeemed.


 


In the case of any partial redemption, selection of
the Securities for redemption will be made by the Trustee in compliance with
the requirements of the principal national securities exchange, if any, on
which the Securities are listed or, if the Securities are not listed, then on a
pro  rata basis, by
lot or by such other method as the Trustee in its sole discretion shall deem to
be fair and appropriate consistent with any applicable procedures of DTC,
although no Security of $2,000 in original principal amount or less shall be
redeemed in part. If any Security is to be redeemed in part only, the notice of
redemption relating to such note shall state the portion of the principal
amount thereof to be redeemed. A new Security in principal amount equal to the
unredeemed portion thereof shall be issued in the name of the Holder thereof
upon cancellation of the original Security.


 


The Trustee shall promptly notify the Issuer in
writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.


 


For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to redemption of Securities
shall relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Security which has been or
is to be redeemed.


 


Section 1105.   Notice of Redemption.


 


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 15 nor more than 60 days prior to
the Redemption Date, to each Holder of 


 


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Securities to be redeemed,
at such Holder’s address appearing in the Security Register. The Trustee shall
give notice of redemption in the Issuer’s name and at the Issuer’s expense; provided,
however, that the Issuer shall deliver to the Trustee, at least 5 Business Days
before the notice of redemption is required to be mailed or caused to be mailed
to Holders (unless a shorter notice shall be agreed to by the Trustee), an
Officers’ Certificate requesting that the Trustee give such notice at the
Issuer’s expense and setting forth the information to be stated in such notice
as provided in the following items; provided, further, that redemption
notices may be mailed more than 60 days prior to a Redemption Date if the
notice is issued in connection with Article Twelve.


 


All notices of redemption shall state:


 


(a)   the Redemption
Date;


 


(b)   the Redemption
Price and the amount of accrued interest to the Redemption Date payable as
provided in Section 1107, if any;


 


(c)   if less than
all Outstanding Securities are to be redeemed, the identification of the
particular Securities (or portion thereof) to be redeemed, as well as the
aggregate principal amount of Securities to be redeemed and the aggregate
principal amount of Securities to be Outstanding after such partial redemption;


 


(d)   in the case of
a Security to be redeemed in part, the principal amount of such Security to be
redeemed and that on or after the Redemption Date, upon surrender of such
Security, the Holder shall receive, without charge, a new Security or
Securities of authorized denominations for the aggregate principal amount equal
to the unredeemed portion thereof;


 


(e)   that on the
Redemption Date the Redemption Price (and accured interest, if any, to the
Redemption Date payable as provided in Section 1107) shall become due and
payable upon each such Security or portion thereof to be redeemed, and that,
unless the Issuer defaults in payment of the Redemption Price, interest thereon
shall cease to accrue on and after said date;


 


(f)   the place or
places where such Securities are to be surrendered for payment of the
Redemption Price; and


 


(g)   the name and
address of the Paying Agent;


 


(h)   that Securities
called for redemption must be surrendered to the Paying Agent to collect the
Redemption Price;


 


(i)   the “CUSIP”
number, if any, relating to such Securities; and


 


(j)   the paragraph
of the Securities pursuant to which the Securities are to be redeemed.


 


Notice of redemption of Securities to be redeemed at
the election of the Issuer shall be given by the Issuer or, at the Issuer’s
written request, by the Trustee in the name and at the expense of the Issuer.


 


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The notice if mailed in the manner herein provided
shall be conclusively presumed to have been given, whether or not the Holder
receives such notice. In any case, failure to give such notice to any Holder of
any Security designated for redemption as a whole or in part, or any defect in
any such notice, shall not affect the validity of the proceedings for the
redemption of any other Security.


 


Section 1106.  
Deposit of Redemption Price.


 


Prior to 10:00 a.m. New York City time, on any
Redemption Date, the Issuer shall deposit with the Trustee or with a Paying
Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money in same day funds
sufficient to pay the Redemption Price of and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities or
portions thereof which are to be redeemed on that date. When the Redemption
Date falls on an Interest Payment Date, payments of interest due on such date
are to be paid as provided hereunder as if no such redemption were occurring.


 


Section 1107.  
Securities Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified (together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless
the Issuer shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Issuer at the Redemption Price together with accrued
interest, if any, to the Redemption Date (subject to the rights of Holders of
record on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date); provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Regular Record Dates according
to the terms and the provisions of Section 309.


 


If any Security called for redemption shall not be
so paid upon surrender thereof for redemption, the principal and premium, if
any, shall, until paid, bear interest from the Redemption Date at the rate
borne by such Security.


 


If the optional Redemption Date is on or after an
Regular Record Date and on or before the related Interest Payment Date, the
accrued and unpaid interest, if any, shall be paid to the Person in whose name
the Security is registered at the close of business on such Record Date, and no
additional interest shall be payable to Holders whose Securities shall be
subject to redemption by the Issuer.


 


Section 1108.  
Securities Redeemed or Purchased in Part.


 


Any Security which is to be redeemed or purchased
only in part (pursuant to the provisions of this Article) shall be surrendered
to the Paying Agent at the office or agency maintained for such purpose pursuant
to Section 1002 (with, if the Issuer so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Issuer duly 


 


114

















 


executed by the Holder
thereof or such Holder’s attorney duly authorized in writing), and the Issuer
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security at the expense of the Issuer, a new Security or Securities, of
any authorized denomination as requested by such Holder, in an aggregate
principal amount equal to, and in exchange for, the unredeemed portion of the
principal of the Security so surrendered that is not redeemed or purchased; provided,
that each such new Security shall be in a principal amount of $2,000 or
integral multiples of $1,000 in excess thereof.


 


ARTICLE
TWELVE




SATISFACTION
AND DISCHARGE


 


Section 1201.  
Satisfaction and Discharge of Indenture.


 


This Indenture shall cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of
Securities herein, rights to payment and rights to replacement of stolen, lost
or mutilated Securities expressly provided for) and the Trustee, on demand of
and at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


 


(a)   either


 


(1)        (i) all the Securities theretofore
authenticated and delivered (other than Securities which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 308
or (ii) all Securities for whose payment United States dollars have
theretofore been deposited in trust or segregated and held in trust by the
Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for
cancellation; or


 


(2)        all such Securities not theretofore delivered to the
Trustee for cancellation (x) have become due and payable, (y) will
become due and payable at their Stated Maturity within one year, or (z) are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Issuer, and the Issuer or any Guarantor has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose an amount in United States dollars sufficient to pay
and discharge the entire Indebtedness on the Securities not theretofore
delivered to the Trustee for cancellation, including the principal of, premium,
if any, and accrued interest at such Stated Maturity or Redemption Date;


 


(b)   the Issuer or
any Guarantor has paid or caused to be paid all other sums payable hereunder by
the Issuer or any Guarantor; and


 


(c)   the Issuer has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
stating that (i) all conditions precedent herein relating to the
satisfaction and discharge of this Indenture have been complied with and (ii) such
satisfaction and discharge will


 


115
















 


not result in a breach or violation of or constitute a default under,
this Indenture or any other material agreement or instrument to which the
Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is
bound.


 


Opinions of Counsel required to be delivered under
this Section may have qualifications customary for opinions of the type
required and counsel delivering such Opinions of Counsel may rely on
certificates of the Issuer or government or other officials customary for
opinions of the type required, including certificates certifying as to matters
of fact, including that various financial covenants have been complied with.


 


Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Issuer to the Trustee under Section 606
and, if United States dollars shall have been deposited with the Trustee
pursuant to subclause (2) of subsection (a) of this Section, the
obligations of the Trustee under Section 1202 and the last paragraph of Section 1003
shall survive.


 


Section 1202.   Application
of Trust Money.


 


Subject to the provisions of the last paragraph of Section 1003,
all United States dollars deposited with the Trustee pursuant to Section 1201
shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture (including, without limitation, Section 605),
to the payment, either directly or through any Paying Agent (including the
Issuer acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal of, premium, if any, and interest on
the Securities for whose payment such United States dollars have been deposited
with the Trustee.


 


ARTICLE THIRTEEN


 


GUARANTEE


 


Section 1301.   Guarantors’
Guarantee.


 


For value received, each of the Guarantors, in
accordance with this Article Thirteen, hereby absolutely, unconditionally
and irrevocably guarantees, jointly and severally with each other Guarantor, to
the extent lawful, to the Trustee and the Holders, as if the Guarantors were the
principal debtor, the punctual payment and performance when due of all
Indenture Obligations (including, without limitation, interest accruing after the filing
of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Issuer or any Guarantor
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding and, for purposes of this Guarantee, all
commissions, fees, charges, costs and other expenses (including reasonable
legal fees and disbursements of one counsel in connection with any one action
or separate but similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances) arising out of or incurred by
the Trustee or the Holders in connection with the enforcement of this
Guarantee) and all obligations arising under the Security Documents (all the foregoing
being hereinafter collectively called the “Guarantor Obligations”).


 


116

















 


Each Guarantor agrees that
the Guarantor Obligations shall rank equally in right of payment with other
Indebtedness of such Guarantor, except to the extent such other Indebtedness is
expressly subordinated to the Guarantor Obligations, in which case the
Guarantor Obligations shall rank senior in right of payment to such other
Indebtedness. Each
Guarantor further agrees (to the extent lawful) that the Guarantor Obligations
may be extended or renewed, in whole or in part, without notice or further
assent from it, and that it shall remain bound under this Article Thirteen
notwithstanding any extension or renewal of any Guarantor Obligation.


 


Section 1302.   Continuing
Guarantee; No Right of Set-Off; Independent Obligation.


 


(a)   This Guarantee shall be a
continuing guarantee of the payment and performance of all Guarantor
Obligations and shall remain in full force and effect until the payment in full
of all of the Guarantor Obligations and shall apply to and secure any ultimate
balance due or remaining unpaid to the Trustee or the Holders; and this
Guarantee shall not be considered as wholly or partially satisfied by the
payment or liquidation at any time or from time to time of any sum of money for
the time being due or remaining unpaid to the Trustee or the Holders. Each
Guarantor, jointly and severally, covenants and agrees to comply with all
obligations, covenants, agreements and provisions applicable to it in this
Indenture including those set forth in Article Eight. Without limiting the
generality of the foregoing, each of the Guarantors’ liability shall extend to
all amounts which constitute part of the Guarantor Obligations and would be
owed by the Issuer under this Indenture, the Securities and the Security
Documents but for the fact that they are unenforceable, reduced, limited,
impaired, suspended or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Issuer.


 


(b)   Each Guarantor, jointly and
severally, hereby guarantees that the Indenture Obligations shall be paid to
the Trustee without set-off or counterclaim or other reduction whatsoever
(whether for taxes, withholding or otherwise) in lawful currency of the United
States of America.


 


(c)   Each Guarantor, jointly and
severally, guarantees that the Guarantor Obligations shall be paid strictly in
accordance with their terms regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Holders of the Securities.


 


(d)   Each Guarantor’s liability
under this Guarantee to pay or perform or cause the performance of the
Guarantor Obligations shall arise forthwith after demand for payment or
performance by the Trustee has been given to the Guarantors in the manner prescribed
in Section 106 hereof.


 


(e)   Except as provided herein,
the provisions of this Article Thirteen cover all agreements between the
parties hereto relative to this Guarantee and none of the parties shall be
bound by any representation, warranty or promise made by any Person relative
thereto which is not embodied herein; and it is specifically acknowledged and
agreed that this Guarantee has been delivered by each Guarantor free of any
conditions whatsoever and that no representations, 


 


117

















 


warranties or promises have been made to any Guarantor affecting its
liabilities hereunder, and that the Trustee shall not be bound by any
representations, warranties or promises now or at any time hereafter made by
the Issuer to any Guarantor.


 


Section 1303.   Guarantee
Absolute.


 


The obligations of the Guarantors hereunder are
independent of the obligations of the Issuer under the Securities, this
Indenture and the Security Documents and a separate action or actions may be
brought and prosecuted against any Guarantor whether or not an action or
proceeding is brought against the Issuer and whether or not the Issuer is
joined in any such action or proceeding. To the extent permitted by law, the
liability of the Guarantors hereunder is irrevocable, absolute and
unconditional and the liability and obligations of the Guarantors hereunder
shall not be released, discharged, mitigated, waived, impaired or affected in
whole or in part by:


 


(a)   any defect or lack of
validity or enforceability in respect of any Indebtedness or other obligation
of the Issuer or any other Person under this Indenture, the Securities or the
Security Documents, or any agreement or instrument relating to any of the
foregoing;


 


(b)   any grants of time, renewals,
extensions, indulgences, releases, discharges or modifications which the
Trustee or the Holders may extend to, or make with, the Issuer, any Guarantor
or any other Person, or any change in the time, manner or place of payment of,
or in any other term of, all or any of the Guarantor Obligations, or any other
amendment or waiver of, or any consent to or departure from, this Indenture,
the Securities or the Security Documents, including any increase or decrease in
the Guarantor Obligations;


 


(c)   the taking of security from
the Issuer, any Guarantor or any other Person, and the release, discharge or
alteration of, or other dealing with, such security;


 


(d)   the occurrence of any change
in the laws, rules, regulations or ordinances of any jurisdiction by any
present or future action of any Governmental Authority or court amending,
varying, reducing or otherwise affecting, or purporting to amend, vary, reduce
or otherwise affect, any of the Guarantor Obligations and the obligations of
any Guarantor hereunder;


 


(e)   the abstention from taking
security from the Issuer, any Guarantor or any other Person or from perfecting,
continuing to keep perfected or taking advantage of any security;


 


(f)   any loss, diminution of
value or lack of enforceability of any security received from the Issuer, any
Guarantor or any other Person, and including any other guarantees received by
the Trustee;


 


(g)   any other dealings with the
Issuer, any Guarantor or any other Person, or with any security;


 


(h)   the Trustee’s or the Holders’
acceptance of compositions from the Issuer or any Guarantor;


 


118

















 


(i)   the application by the
Holders or the Trustee of all monies at any time and from time to time received
from the Issuer, any Guarantor or any other Person on account of any
indebtedness and liabilities owing by the Issuer or any Guarantor to the
Trustee or the Holders, in such manner as the Trustee or the Holders deems best
and the changing of such application in whole or in part and at any time or
from time to time, or any manner of application of collateral, if any, or
proceeds thereof, to all or any of the Indenture Obligations, or the manner of
sale of any such collateral;


 


(j)   the release or discharge of
the Issuer or any Guarantor of the Securities or of any Person liable directly
as surety or otherwise by operation of law or otherwise for the Securities,
other than an express release in writing given by the Trustee, on behalf of the
Holders, of the liability and obligations of any Guarantor hereunder;


 


(k)   any change in the name,
business, capital structure or governing instrument of the Issuer or any
Guarantor or any refinancing or restructuring of any of the Guarantor
Obligations;


 


(l)   the sale of the Issuer’s or
any Guarantor’s business or any part thereof;


 


(m)   subject to Section 1314,
any merger or consolidation, arrangement or reorganization of the Issuer, any
Guarantor, any Person resulting from the merger or consolidation of the Issuer
or any Guarantor with any other Person or any other successor to such Person or
merged or consolidated Person or any other change in the corporate existence,
structure or ownership of the Issuer or any Guarantor;


 


(n)   the insolvency, bankruptcy,
liquidation, winding-up, dissolution, receivership or distribution of the
assets of the Issuer or its assets or any resulting discharge of any
obligations of the Issuer (whether voluntary or involuntary) or of any
Guarantor or the loss of corporate existence;


 


(o)   subject to Section 1314,
any arrangement or plan of reorganization affecting the Issuer or any
Guarantor;


 


(p)   any other circumstance
(including any statute of limitations) that might otherwise constitute a
defense available to, or discharge of, the Issuer or any Guarantor; or


 


(q)   any modification,
compromise, settlement or release by the Trustee, or by operation of law or
otherwise, of the Guarantor Obligations or the liability of the Issuer or any
other obligor under the Securities, in whole or in part, and any refusal of
payment by the Trustee, in whole or in part, from any other obligor or other
guarantor in connection with any of the Guarantor Obligations, whether or not
with notice to, or further assent by, or any reservation of rights against,
each of the Guarantors.


 


Section 1304.   Right to
Demand Full Performance.


 


In the event of any demand for payment or
performance by the Trustee from any Guarantor hereunder, the Trustee or the
Holders shall have the right to demand its full claim and to receive all
dividends or other payments in respect thereof until the Guarantor Obligations
have 


 


119

















 


been paid in full, and the
Guarantors shall continue to be jointly and severally liable hereunder for any
balance which may be owing to the Trustee or the Holders by the Issuer under
this Indenture and the Securities. The retention by the Trustee or the Holders
of any security, prior to the realization by the Trustee or the Holders of its
rights to such security upon foreclosure thereon, shall not, as between the
Trustee and any Guarantor, be considered as a purchase of such security, or as
payment, satisfaction or reduction of the Guarantor Obligations due to the
Trustee or the Holders by the Issuer or any part thereof.


 


Section 1305.   Waivers.


 


(a)   Each Guarantor hereby
expressly waives (to the extent permitted by law) notice of the acceptance of
this Guarantee and notice of the existence, renewal, extension or the
non-performance, non-payment, or non-observance on the part of the Issuer of
any of the terms, covenants, conditions and provisions of this Indenture or the
Securities or any other notice whatsoever to or upon the Issuer or such
Guarantor with respect to the Guarantor Obligations. Each Guarantor hereby
acknowledges communication to it of the terms of this Indenture and the
Securities and all of the provisions therein contained and consents to and
approves the same. Each Guarantor hereby expressly waives (to the extent
permitted by law) diligence, presentment, protest and demand for payment.


 


(b)   Without prejudice to any of
the rights or recourses which the Trustee or the Holders may have against the
Issuer, each Guarantor hereby expressly waives (to the extent permitted by law)
any right to require the Trustee or the Holders to:


 


(i)            initiate or exhaust
any rights, remedies or recourse against the Issuer, any Guarantor or any other
Person;


 


(ii)           value, realize
upon, or dispose of any security of the Issuer or any other Person held by the
Trustee or the Holders; or


 


(iii)          initiate or exhaust
any other remedy which the Trustee or the Holders may have in law or equity;
before requiring or becoming entitled to demand payment from such Guarantor
under this Guarantee.


 


(c)   With respect to this Section 1305,
to the extent applicable to any Guarantor, each Guarantor expressly waives
application of Sections 26-7 through 26-9 of the North Carolina General
Statutes.


 


Section 1306.   The
Guarantors Remain Obligated in Event the Issuer Is No Longer Obligated to
Discharge Indenture Obligations.


 


It is the express intention of the Trustee and the
Guarantors that if for any reason the Issuer has no legal existence, is or
becomes under no legal obligation to discharge the Guarantor Obligations owing
to the Trustee or the Holders by the Issuer or if any of the Guarantor
Obligations owing by the Issuer to the Trustee or the Holders becomes
irrecoverable from the Issuer by operation of law or for any reason whatsoever,
this Guarantee and the covenants, agreements and obligations of the Guarantors
contained in this Article Thirteen shall nevertheless be binding upon the
Guarantors, as principal debtor, until such time as all such 


 


120

















 


Guarantor Obligations have
been paid in full to the Trustee and all Guarantor Obligations owing to the
Trustee or the Holders by the Issuer have been discharged or such earlier time
as Section 402 shall apply to the Securities, and the Guarantors shall be
responsible for the payment thereof to the Trustee or the Holders upon demand; provided,
that, with respect to a Guarantor that is released from its Guarantee in
compliance with Section 802 or Section 1314, such Guarantor shall no
longer be under any legal obligation to discharge the Guarantor Obligations.


 


Section 1307.  
Fraudulent Conveyance; Contribution; Subrogation.


 


(a)   Each Guarantor that is a
Subsidiary of the Issuer, and by its acceptance hereof each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee by
such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer
or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or
state law. To effectuate the foregoing intention, the Holders and such
Guarantor hereby irrevocably agree that the obligations of such Guarantor under
its Guarantee shall be limited to the maximum amount which, after giving effect
to all other contingent and fixed liabilities of such Guarantor as of the date
hereof, and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to its contribution obligations under
this Indenture, will result in the obligations of such Guarantor under its
Guarantee not constituting such fraudulent transfer or conveyance.


 


(b)   Each Guarantor that makes a
payment or distribution under its Guarantee shall be entitled to a contribution
from each other Guarantor, if any, in a pro rata amount based on the net assets
of each Guarantor, determined in accordance with GAAP.


 


(c)   Each Guarantor hereby waives
all rights of subrogation or contribution, whether arising by contract or
operation of law (including, without limitation, any such right arising under
federal bankruptcy law) or otherwise by reason of any payment by it pursuant to
the provisions of this Article Thirteen.


 


Section 1308.   Guarantee
Is in Addition to Other Security.


 


This Guarantee shall be in addition to and not in
substitution for any other guarantees or other security which the Trustee may
now or hereafter hold in respect of the Guarantor Obligations owing to the
Trustee or the Holders by the Issuer and (except as may be required by law) the
Trustee shall be under no obligation to marshal in favor of each of the
Guarantors any other guarantees or other security or any moneys or other assets
which the Trustee may be entitled to receive or upon which the Trustee or the
Holders may have a claim.


 


Section 1309.   Release of
Security Interests.


 


Without limiting the generality of the foregoing and
except as otherwise provided in this Indenture, each Guarantor hereby consents
and agrees, to the fullest extent permitted by applicable law, that the rights
of the Trustee hereunder, and the liability of the Guarantors hereunder, shall
not be affected by any and all releases for any purpose of any Collateral, if
any, from the Liens and security interests created by any Security Documents and
that this Guarantee shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of 


 


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any of the Guarantor
Obligations is rescinded or must otherwise be returned by the Trustee upon the
insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as
though such payment had not been made.


 


Section 1310.   No Bar to
Further Actions.


 


Except as provided by law, no action or proceeding
brought or instituted under Article Thirteen and this Guarantee and no
recovery or judgment in pursuance thereof shall be a bar or defense to any
further action or proceeding which may be brought under Article Thirteen
and this Guarantee by reason of any further default or defaults under Article Thirteen
and this Guarantee or in the payment of any of the Guarantor Obligations owing
by the Issuer.


 


Section 1311.   Failure to
Exercise Rights Shall Not Operate as a Waiver; No Suspension of Remedies.


 


(a)   No failure to exercise and
no delay in exercising, on the part of the Trustee or the Holders, any right,
power, privilege or remedy under this Article Thirteen and this Guarantee
shall operate as a waiver thereof, nor shall any single or partial exercise of
any rights, power, privilege or remedy preclude any other or further exercise
thereof, or the exercise of any other rights, powers, privileges or remedies.
The rights and remedies herein provided for are cumulative and not exclusive of
any rights or remedies provided in law or equity.


 


(b)   Nothing contained in this Article Thirteen
shall limit the right of the Trustee or the Holders to take any action to
accelerate the Maturity of the Securities pursuant to Article Five or to
pursue any rights or remedies hereunder or under applicable law.


 


Section 1312.   Trustee’s
Duties; Notice to Trustee.


 


(a)   Any provision in this Article Thirteen
or elsewhere in this Indenture allowing the Trustee to request any information
or to take any action authorized by, or on behalf of any Guarantor, shall be
permissive and shall not be obligatory on the Trustee except as the Holders may
direct in accordance with the provisions of this Indenture or where the failure
of the Trustee to request any such information or to take any such action
arises from the Trustee’s negligence, bad faith or willful misconduct.


 


(b)   The Trustee shall not be
required to inquire into the existence, powers or capacities of the Issuer, any
Guarantor or the officers, directors or agents acting or purporting to act on
their respective behalf.


 


Section 1313.   Successors
and Assigns.


 


All terms, agreements and conditions of this Article Thirteen
shall extend to and be binding upon each Guarantor and its successors and
permitted assigns and shall enure to the benefit of and may be enforced by the
Trustee and its successors and assigns; provided, however, that the
Guarantors may not assign any of their rights or obligations hereunder other
than in accordance with Article Eight.


 


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Section 1314.   Release of Guarantee.


 


Concurrently with the payment in full of all of the
Guarantor Obligations, the Guarantors shall be released from and relieved of
their obligations under this Article Thirteen. Upon the delivery by the
Issuer to the Trustee of an Officer’s Certificate and, if requested by the
Trustee, an Opinion of Counsel to the effect that the transaction giving rise
to the release of this Guarantee was made by the Issuer in accordance with the
provisions of this Indenture and the Securities, the Trustee shall execute any
documents reasonably required in order to evidence the release of the
Guarantors from their obligations under this Guarantee. If any of the Guarantor
Obligations are revived and reinstated after the termination of this Guarantee,
then all of the obligations of the Guarantors under this Guarantee shall be
revived and reinstated as if this Guarantee had not been terminated until such
time as the Guarantor Obligations are paid in full, and each Guarantor shall
enter into an amendment to this Guarantee, reasonably satisfactory to the
Trustee, evidencing such revival and reinstatement.


 


This Guarantee shall terminate with respect to each
Guarantor and shall be automatically and unconditionally released and
discharged as provided in Section 1013(c).


 


Each Guarantor shall be released from its
obligations under this Indenture, its Guarantee and the Security Documents to
which it is a party if the Issuer designates such Guarantor as an Unrestricted
Subsidiary and such designation complies with the other applicable provisions
of this Indenture or in connection with any legal defeasance of the Securities
in accordance with Section 402.


 


The release of a Guarantor from its
Guarantee, and its obligations under this Indenture and the Security Documents
to which it is a party in accordance with the provisions of this Section 1314
shall not preclude the future applications of Section 1013(a) to such
Person.


 


Section 1315.   Execution
of Guarantee.


 


To evidence the Guarantee, each Guarantor hereby
agrees to execute the guarantee substantially in the form set forth in Section 205,
to be endorsed on each Security authenticated and delivered by the Trustee and
that this Indenture shall be executed (i) on behalf of each corporate
Guarantor by its Chairman of the Board, its President, or one of its Vice
Presidents and attested by its Executive Vice President, Secretary or one of
its Assistant Secretaries, or Manager, (ii) on behalf of each Guarantor
that is a partnership, by one or more of its general partners and (iii) by
each Guarantor that is a limited liability company, by one or more of its
managers or by its sole member. The signature of any of these officers,
partners, managers, or members on the Securities may be manual or facsimile.


 


ARTICLE FOURTEEN


 


COLLATERAL AND SECURITY


 


Section 1401.   The
Collateral.


 


(a)   The due and punctual payment
of the principal of, premium, if any, and interest on the Securities and the
Guarantees thereof when and as the same shall be due and 


 


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payable, whether on an interest payment date, at Maturity, by
acceleration, repurchase, redemption or otherwise, interest on the overdue
principal of and interest (to the extent lawful), if any, on the Securities and
the Guarantees thereof and performance of all other obligations under this
Indenture, including, without limitation, the obligations of the Issuer set
forth in Section 406 and Section 606 herein, and the Securities and
the Guarantees thereof and the Security Documents, shall be secured by
second-priority Liens and security interests, in each case subject to Permitted
Liens, as provided in the Security Documents which the Issuer and the
Guarantors, as the case may be, have entered into simultaneously with the
execution of this Indenture and shall be secured by all Security Documents
hereafter delivered as required or permitted by this Indenture and the Security
Documents.


 


(b)   The Issuer and the Guarantors
hereby agree that the Collateral Agent shall hold the Collateral in trust for
the benefit of all of the Holders and the Trustee, in each case pursuant to the
terms of the Security Documents and the Collateral Agent is hereby authorized
to execute and deliver the Security Documents.


 


(c)   Each Holder, by its
acceptance of any Securities and the Guarantees thereof, consents and agrees to
the terms of the Security Documents (including, without limitation, the
provisions providing for foreclosure) as the same may be in effect or as may be
amended from time to time in accordance with their terms and authorizes and
directs the Collateral Agent to perform its obligations and exercise its rights
under the Security Documents in accordance therewith.


 


(d)   The Trustee and each Holder,
by accepting the Securities and the Guarantees thereof, acknowledges that, as
more fully set forth in the Security Documents, the Collateral as now or
hereafter constituted shall be held for the benefit of all the Holders and the
Trustee, and that the Lien of this Indenture and the Security Documents in
respect of the Trustee and the Holders is subject to and qualified and limited
in all respects by the Security Documents and actions that may be taken
thereunder.


 


Section 1402.   Further
Assurances.


 


(a)   The Issuer and the Guarantors
shall, at their sole expense, take all actions that are reasonably requested by
the Collateral Agent and that may be reasonably necessary to confirm that the
Collateral Agent holds, for the benefit of the Holders of the Securities and
the Trustee and the Holders of any Pari Passu Secured Indebtedness, duly
created, enforceable and perfected and at least second-priority Liens and
security interests in the Collateral (subject to Permitted Liens) to the extent
required by this Indenture and the Security Documents.


 


(b)   Upon the reasonable request of the Collateral Agent or
the Trustee, the Issuer and the Guarantors shall, at their sole expense,
execute, acknowledge and deliver such documents and instruments and take such
other actions, as may be necessary to create, protect, assure, perfect,
transfer and confirm the Liens, benefits, property and rights conveyed or
intended to be conveyed by this Indenture or the Security Document for the
benefit of Holders of the Securities and the Trustee, including with respect to
After-Acquired Property. If the Issuer or such Guarantor fails to do
so, the Trustee is hereby irrevocably authorized and empowered, with full power
of substitution, to execute, acknowledge and deliver such Security Documents, 


 


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instruments, certificates, notices and other documents and, subject to
the provisions of the Security Documents, take such other actions in the name,
place and stead of the Issuer or such Guarantor, but the Trustee shall have no
obligation to do so and no liability for any action taken or omitted by it in
good faith in connection therewith.


 


Section 1403.   Impairment
of Security Interest.


 


Neither
the Issuer nor any of the Guarantors shall take, or knowingly or negligently omit
to take, any action which might or would have the result of materially
impairing the security interests or Liens in favor of the Collateral Agent for
the benefit of the Trustee and the Holders with respect to the Collateral.
Neither the Issuer nor any of the Guarantors shall grant to any Person, or
permit any Person to retain (other than the Collateral Agent), any interest
whatsoever in the Collateral, other than Permitted Liens. Neither the Issuer
nor any of the Guarantors shall enter into any agreement that requires the
proceeds received from any sale of Collateral to be applied to repay, redeem,
defease or otherwise acquire or retire any Indebtedness of any Person, other
than as permitted by this Indenture, the Securities, the Guarantees and the Security
Documents. The Issuer shall, and shall cause each Guarantor to, at its sole
cost and expense, execute and deliver all such agreements and instruments as
necessary, or as the Trustee reasonably requests, to more fully or accurately
describe the assets and property intended to be Collateral or the obligations
intended to be secured by the Security Documents.


 


Section 1404.   After-Acquired Property.


 


Upon the
acquisition by the Issuer or any Guarantor of any After-Acquired Property that
would constitute Collateral after the Issue Date, the Issuer or such Guarantor
shall execute and deliver any information, documentation or other instruments,
and shall take such further actions (including the filing and recording of
financing statements, fixture filings, mortgages, deeds of trust and other
documents) as may be necessary to vest in the Collateral Agent a perfected
security interest, subject to Permitted Liens, in such After-Acquired Property
in substantially the same form, to the same extent and substantially
concurrently as the Administrative Agent except that the Collateral Agent shall
have a second-priority lien in such Collateral. Notwithstanding the foregoing,
the Issuer shall not be required to grant a mortgage Lien on any owned or
leased real property having a value (as reasonably determined by the Issuer) of
less than $1,000,000 at the time of such acquisition or lease and as to which
the Issuer shall have certified to the Collateral Agent in writing that such
property is not essential to the operation of any Station or otherwise the
business of the Issuer or any Restricted Subsidiary promptly following such
acquisition or lease (each an “Excluded Real Property”), unless the Issuer or
any Guarantor creates a security interest on such Excluded Real Property to
secure Credit Agreement Obligations or other obligations that are secured
equally and ratably with the Securities (and provided that if at any time
thereafter such property shall cease to be Excluded Real Property, the Issuer
will take such action and will cause each of the Restricted Subsidiaries to
take such action, promptly as may be necessary to vest in such real property a
perfected security interest, subject to Permitted Liens).


 


From and after the
Issue Date, if the Issuer or any Guarantor creates any additional security
interest upon any property to secure Credit Agreement Obligations or other
obligations that are secured equally and ratably with the Securities, the
Issuer or such Guarantor


 


125
















 


shall
execute and deliver any information, documentation or other instruments, and
shall take such further actions (including the filing and recording of
financing statements, fixture filings, mortgages, deeds of trust and other
documents) as may be necessary to vest in the Collateral Agent a perfected
security interest, subject to Permitted Liens, in such property in
substantially the same form, to the same extent and substantially concurrently
as the Administrative Agent except that the Collateral Agent shall have a
second-priority lien in such Collateral.


 


From and after the Issue Date, if a Restricted Subsidiary becomes a
Guarantor, then such Guarantor shall, as soon as practicable, execute and
deliver any information, documentation or other instruments, and shall take
such further actions (including the filing and recording of financing
statements, fixture filings, mortgages, deeds of trust and other documents) as may be
necessary to vest in the Collateral Agent a perfected security interest,
subject to Permitted Liens, in all of its assets in substantially the same
form, to the same extent and substantially concurrently as the Administrative
Agent except that the Collateral Agent shall have a second-priority lien in
such Collateral.


 


Section 1405.   Real Estate
Mortgages and Filings.  (a) With
respect to the Owned Premises listed on Schedule VIII hereto, which shall be
mortgaged on the Issue Date:


 


(i)   the Issuer or a
Guarantor, as applicable, shall deliver to the Collateral Agent, as mortgagee
or beneficiary, as applicable, fully executed Mortgages, each dated as of the
Issue Date, in accordance with the requirements of this Indenture and/or the
Security Documents, duly executed by the Issuer or the applicable Guarantor,
together with satisfactory evidence of the completion (or satisfactory
arrangements for the completion) of all recordings and filings of such Mortgage
(and payment of any taxes and fees in
connection therewith) as may be necessary to create a valid, perfected at least
second-priority Lien, subject to Permitted Liens, against the properties
purported to be covered thereby;


 


(ii)   the Collateral Agent shall
have received mortgagee’s title insurance policies in favor of the Collateral
Agent, in the form necessary, with respect to any real property purported to be
covered by its applicable Mortgages, to insure that the interests created by
the Mortgage constitute valid and at least second-priority Liens on such
property, free and clear of all Liens, defects and encumbrances, other
than Permitted Liens, each such title insurance policy to be in an amount
reasonably satisfactory to the Collateral Agent, and such policies shall also
include, to the extent available at a commercially reasonable premium, all
endorsements delivered in connection with the Bank Credit Agreement and shall
be accompanied by evidence of the payment in full of all premiums thereon; provided,
however, that title insurance policies and the amount thereof deemed
satisfactory to the Administrative Agent shall be deemed reasonably
satisfactory to the Collateral Agent; and


 


(iii)   the Issuer shall, or shall
cause each Guarantors to, deliver to the Collateral Agent, with respect to each
of the Premises set forth on Schedule VIII, such filings (or any updates
or affidavits that the title company may reasonably require as necessary to
issue the title insurance policies), opinions of local counsel,
agreements with landlords and fixture filings, along with such other documents,
instruments, certificates and agreements, as the Collateral Agent and its
counsel shall reasonably require to create, evidence or perfect
a valid and at least second-priority Lien on the property subject to each such
Mortgage and Permitted Liens; 


 


126

















 


provided, however, that any such filings, opinions,
documents, instruments, certificates or agreements deemed satisfactory to the
Administrative Agent and related security documents shall be deemed reasonably
acceptable to the Collateral Agent and its counsel.


 


(b)   With respect to the Leased Premises listed on
Schedule IX attached hereto, which shall be mortgaged within 120 days of the
Issue Date, the Issuer shall, or shall cause each Guarantor to deliver to the
Collateral Agent, with respect to each of the Leased Premises set forth on
Schedule IX, any landlord waiver, collateral access agreement or other
agreement, as applicable, in form and substance satisfactory to the Collateral
Agent, executed by any other Person in possession of any Collateral and any landlord
of the Issuer or any Guarantor where any Collateral is located; provided,
that any such landlord waivers, consent agreements, estoppels, collateral
access agreements or other agreements, as applicable, and to the extent
obtained, deemed satisfactory to the Administrative Agent, shall be deemed
reasonably acceptable to the Collateral Agent and provided, further,
that the time period required for compliance with this Section 1405(b) shall
be considered extended, and any requirements under this Section 1405(b) shall
be considered waived, only to the extent that the Administrative Agent
determines, in accordance with the provisions of the Bank Credit Agreement, to
so extend such time period or waive such requirements pursuant to the Bank
Credit Agreement.


 


(i)   the Issuer or a
Guarantor, as applicable, shall deliver to the Collateral Agent, as mortgagee
or beneficiary, as applicable, fully executed Mortgages, in accordance with the
requirements of this Indenture and/or the Security Documents, duly executed by
the Issuer or the applicable Guarantor, together with satisfactory evidence of
the completion (or satisfactory arrangements for the completion) of all
recordings and filings of such Mortgage (and payment of any taxes and fees in connection therewith) as may be necessary
to create a valid, perfected at least second-priority Lien, subject to
Permitted Liens, against the properties purported to be covered thereby;


 


(ii)   the Collateral Agent shall
have received mortgagee’s title insurance policies in favor of the Collateral
Agent, in the form necessary, with respect to any real property purported to be
covered by its applicable Mortgages, to insure that the interests created by
the Mortgage constitute valid and at least second-priority Liens on such property,
free and clear of all Liens, defects and encumbrances, other than
Permitted Liens, each such title insurance policy to be in an amount reasonably
satisfactory to the Collateral Agent, and such policies shall also include, to
the extent available at a commercially reasonable premium, all endorsements
delivered in connection with the Bank Credit Agreement and shall be accompanied
by evidence of the payment in full of all premiums thereon; provided,
however, that title insurance policies and the amount thereof deemed
satisfactory to the Administrative Agent shall be deemed reasonably
satisfactory to the Collateral Agent; and


 


(iii)   the Issuer shall, or shall
cause each Guarantors to, deliver to the Collateral Agent, with respect to each
of the Leased Premises as set forth on Schedule IX, such filings (or any updates
or affidavits that the title company may reasonably require as necessary to
issue the title insurance policies), opinions of local counsel,
agreements with landlords and fixture filings, along with such other documents,
instruments, certificates and agreements, as the Collateral Agent and its
counsel shall reasonably require to create, evidence or perfect
a valid and at least second-priority Lien on the property subject to each such
Mortgage and Permitted Liens; 


 


127

















 


provided, however, that any such filings, opinions,
documents, instruments, certificates or agreements deemed satisfactory to the
Administrative Agent and related security documents shall be deemed
satisfactory to the Collateral Agent and its counsel.


 


Section 1406.   Release of
Liens on the Collateral.


 


(a)   The Liens on
the Collateral shall be released with respect
to the Securities and the Guarantees, as applicable:


 


(i)   in whole, upon payment in full of the principal of, accrued and unpaid
interest, including additional interest and premium, if any, on the Securities;


 


(ii)   in whole, upon satisfaction and
discharge of this Indenture as set forth in Section 1201 hereof;


 


(iii)   in whole, upon a legal defeasance as
set forth in Section 402;


 


(iv)   in part, as to any property
constituting Collateral (A) that is sold or otherwise disposed of by the Issuer or any of the Guarantors in a transaction permitted
by Section 1012 and by the Security Documents or not otherwise prohibited
hereby and thereby, to the extent of the interest sold or disposed of, or
otherwise permitted by this Indenture and the Security Documents, if all other
Liens on that asset securing the First Lien Obligations and any Pari Passu
Secured Indebtedness then secured by that asset, including all commitments
thereunder, are released; (B) that is cash withdrawn from the Collateral
Accounts for any purpose not prohibited this Indenture or the Security
Documents; or (C) that is otherwise released in accordance with, and as
expressly provided for under, this Indenture and the Security Documents;


 


(v)  
as set forth in Section 902, as to property that constitutes (x) less
than all or substantially all of the Collateral, with the consent of Holders of
at least a majority in aggregate principal amount of the Outstanding
Securities, voting as a single class or (y) in the case of a release of
all or substantially all of the Collateral, with the consent of the Holders of
at least sixty-six and two-thirds percent (662/3%) in aggregate principal amount of the Outstanding Securities, voting
as a single class, including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, Securities;
and


 


(vi)  
with respect to assets of a Guarantor, upon release of such Guarantor from its
Guarantee as set forth under Sections 1013(b) and 1314.


 


(b)   For the release of each
proposed release of any Collateral, the Issuer and each Guarantor shall furnish
to the Trustee and the Collateral Agent, prior to each proposed release of such
Collateral pursuant to the Security Documents and this Indenture, an Officers’
Certificate and an Opinion of Counsel as required under Section 103, (i) requesting
such release and (ii) to the effect that all conditions precedent provided
for in this Indenture and the Security Documents to such release have been
complied with.


 


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(c)   Upon compliance by the Issuer
or any Guarantor, as the case may be, with the conditions precedent set forth
above, the Trustee or the Collateral Agent shall promptly cause to be released
and reconveyed to the Issuer, or such Guarantor, as the case may be, the
released Collateral in accordance with the directions of the Issuer, or such
Guarantor, as the case may be.


 


(d)   The release of any Collateral
from the terms of the Security Documents shall not be deemed to impair the
security under this Indenture in contravention of the provisions hereof or
affect the security interests or Liens under this Indenture and the Security
Documents if and to the extent the Collateral is released pursuant to this
Indenture, the Security Documents or upon the termination of this Indenture.


 


(e)   Notwithstanding any provision
to the contrary herein, as and when requested by the Issuer, the Trustee shall
instruct the Collateral Agent to execute and deliver Uniform Commercial Code
financing statement amendments or releases (which shall be prepared by the Issuer)
solely to the extent necessary to delete Excluded Assets from the description
of assets in any previously filed financing statements. If requested in writing
by the Issuer, the Trustee shall instruct the Collateral Agent to execute and
deliver such documents, instruments or statements (which shall be prepared by
the Issuer) and to take such other action as the Issuer may request to evidence
or confirm that Excluded Assets described in the immediately preceding sentence
has been released from the Liens of each of the Security Documents. The
Collateral Agent shall execute and deliver such documents, instruments and
statements and shall take all such actions promptly upon receipt of such
instructions from the Trustee.


 


(f)   Within 30 calendar days following the end of each
six-month period beginning on each Interest Payment Date, the Issuer shall deliver an Officers’ Certificate
to the Collateral Agent within to the effect that all releases and withdrawals
during the preceding six-month period (or, in the case of the first such
Officers’ Certificate, since the Issue Date) described in Section 1406(a)(iv) above,
were not prohibited by this Indenture.


 


Section 1407.   Authorization
of Actions to be Taken by the Trustee or the Collateral Agent Under the Security
Documents.


 


(a)   Subject to the provisions of
the Security Documents, each of the Trustee or the Collateral Agent may, in its
sole discretion and without the consent of the Holders, on behalf of the
Holders, take all actions it deems necessary or appropriate in order to (i) enforce
any of its rights or any of the rights of the Holders under the Security
Documents and (ii) collect and receive any and all amounts payable in
respect of the Collateral in respect of the obligations of the Issuer and the
Guarantors hereunder and thereunder. 
Subject to the provisions of the Security Documents, the Trustee or the
Collateral Agent shall have the power to institute and to maintain such suits
and proceedings as it may deem expedient to prevent any impairment of the
Collateral by any acts that may be unlawful or in violation of the Security
Documents or this Indenture, and such suits and proceedings as the Trustee or
the Collateral Agent may deem expedient to preserve or protect its interest and
the interests of the Holders in the Collateral (including power to institute
and maintain suits or proceedings to restrain the enforcement of or compliance
with any legislative or other governmental enactment, rule or order that
may be unconstitutional or otherwise invalid if the enforcement of, or
compliance with, such enactment, rule or order would 


 


129

















 


impair the security interest hereunder or be prejudicial to the
interests of the Holders or the Trustee).


 


(b)   The Trustee or the Collateral
Agent shall not be responsible for the existence, genuineness or value of any
of the Collateral or for the validity, perfection, priority or enforceability
of the Liens in any of the Collateral, whether impaired by operation of law or by
reason of any action or omission to act on its part hereunder, except to the
extent such action or omission constitutes negligence, bad faith or willful
misconduct on the part of the Trustee or the Collateral Agent, for the validity
or sufficiency of the Collateral or any agreement or assignment contained
therein, for the validity of the title of the Issuer to the Collateral, for
insuring the Collateral or for the payment of taxes, charges, assessments or
Liens upon the Collateral or otherwise as to the maintenance of the Collateral.
The Trustee or the Collateral Agent shall have no responsibility for recording,
filing, re-recording or refiling any financing statement, continuation
statement, document, instrument or other notice in any public office at any time
or times or to otherwise take any action to perfect or maintain the perfection
of any security interest granted to it under the Security Documents or
otherwise.


 


(c)   Where any provision of this
Indenture requires that additional property or assets be added to the
Collateral, the Issuer and each Guarantor shall deliver to the Trustee or the
Collateral Agent the following:


 


(i)  
a request from the Issuer that such Collateral be added;


 


(ii)  
the form of instrument adding such Collateral, which, based on the type and
location of the property subject thereto, shall be in substantially the form of
the applicable Security Documents entered into on the date of this Indenture,
with such changes thereto as the Issuer shall consider appropriate, or in such other
form as the Issuer shall deem proper; provided
that any such changes or such form are administratively satisfactory to the
Trustee or the Collateral Agent;


 


(iii)  
an Officers’ Certificate to the effect that the Collateral being added is in
the form, consists of the assets and is in the amount or otherwise has the fair
market value required by this Indenture;


 


(iv)  
an Officers’ Certificate and Opinion of Counsel to the effect that all
conditions precedent provided for in this Indenture to the addition of such
Collateral have been complied with, which Opinion of Counsel shall also opine
as to the creation and perfection of the Collateral Agent’s Lien on such
Collateral and as to the due authorization, execution and delivery, validity
and enforceability of the Security Document being entered into; and


 


(v)  
such financing statements, if any, as the Issuer shall deem necessary to
perfect the Collateral Agent’s security interest in such Collateral.


 


(d)   The Trustee or the Collateral
Agent, in giving any consent or approval under the Security Documents, shall be
entitled to receive, as a condition to such consent or approval, an Officers’
Certificate to the effect that the action or omission for which consent or
approval is to be given does not violate this Indenture and the Security
Documents, and the Trustee or the 


 


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Collateral Agent shall be fully protected in giving such consent or
approval on the basis of such Officers’ Certificate.


 


Section 1408.   Collateral
Accounts.


 


(a)   On the Issue Date, the
Issuer shall deposit funds from the net proceeds of the issuance of the Initial
Securities in an amount sufficient to fund the purchase of the Existing
Convertible Notes in the Tender Offers (assuming that all Existing Convertible
Notes will be tendered in the Tender Offers), including the payment of accrued
but unpaid interest thereon, directly into the Tender Offer Collateral Account, which
together with any money or other property from time to time therein,
shall constitute part of the Collateral.  Such proceeds shall only be available to the
Issuer, the Company or any Restricted Subsidiary and shall be released from the
Tender Offer Collateral Account: (i) to purchase the Existing Convertible
Notes in the Tender Offers; (ii) if any Existing Convertible Notes remain
outstanding after the completion of the Tender Offers, (A) to repurchase,
redeem, defease, retire, pay the principal of or otherwise acquire for value
any remaining Existing Convertible Notes or (B) to make payments of cash
dividends to the Company in an amount sufficient to enable the Company to
repurchase, redeem, defease, retire, pay the principal of or otherwise acquire
for value any such Existing Convertible Notes (provided that such payment be
applied directly to such repurchase, redemption, defeasance, retirement,
acquisition for value or payment of principal); and (iii) (x) following expiration of the May 15,
2010 put rights of the holders of the 3.0% Convertible Senior Notes due 2027, to
the extent the holders thereof do not exercise their put rights pursuant to the
terms of such notes, the related amounts for general corporate purposes by the
Issuer and (y) following expiration of the January 15, 2011 put
rights of the holders of the 4.875% Senior Convertible Senior Notes due 2018 to
the extent the holders thereof do not exercise their put rights pursuant to the
terms of such notes, the related amounts and any remaining funds for general
corporate purposes by the Issuer. Prior to any release of
funds from the Tender Offer Collateral Account, the Issuer shall provide an
Officers’ Certificate to the Collateral Agent and the party with control over
such Tender Offer Collateral Account stating the use of such
funds and confirming that such use complies with this Indenture.


 


(b)   The Trustee and Collateral
Agent, as applicable, are authorized to receive any funds for the benefit of
the Holders distributed under, and in accordance with, the Security Documents,
and to make further distributions of such funds to the Holders according to the
provisions of this Indenture and the Security Documents.


 


(c)   Pending the distribution of
funds in the Tender Offer Collateral Account in accordance with the provisions
hereof and provided that no Event of Default shall have occurred and be
continuing, the Issuer may direct the party with control over such Tender Offer
Collateral Account to invest such funds in Temporary Cash Investments specified
in such direction, such investments to mature by the times such funds are
needed hereunder and such direction to certify that such funds constitute
Temporary Cash Investments and that no Event of Default shall have occurred and
be continuing.  So long as  no
Event of Default shall have occurred and be continuing, the Issuer may direct
the party with control over such Tender Offer Collateral Account to sell,
liquidate or cause the redemption of any such investments, such direction to
certify that no Event of Default shall have occurred and be continuing. Any
gain or income on any investment of funds in the Tender Offer Collateral
Account shall be credited to such 


 


131

















 


Collateral Account. Neither the Trustee nor the Collateral Agent shall
have any liability for any loss incurred in connection with any investment or
any sale, liquidation or redemption thereof made in accordance with the
provisions of this Section 1408(d).


 


132
















 


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


 


 


	
   

  	
   

  	
  SINCLAIR
  TELEVISION GROUP, INC., as Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  David D. Smith

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  D. Smith

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest

  	
  /s/
  David B. Amy

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  David
  B. Amy

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SINCLAIR
  BROADCAST GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  David D. Smith

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  D. Smith

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WCGV,
  INC.

  
	
   

  	
   

  	
  SINCLAIR
  ACQUISITION IV, INC.

  
	
   

  	
   

  	
  WLFL,
  INC.

  
	
   

  	
   

  	
  SINCLAIR
  MEDIA I, INC.

  
	
   

  	
   

  	
  WSMH,
  INC.

  
	
   

  	
   

  	
  SINCLAIR
  MEDIA II, INC.

  
	
   

  	
   

  	
  WSTR
  LICENSEE, INC.

  
	
   

  	
   

  	
  WGME,
  INC.

  
	
   

  	
   

  	
  SINCLAIR
  MEDIA III, INC.

  
	
   

  	
   

  	
  WTTO,
  INC.

  
	
   

  	
   

  	
  WTVZ,
  INC.

  
	
   

  	
   

  	
  WYZZ,
  INC.

  
	
   

  	
   

  	
  KOCB,
  INC.

  
	
   

  	
   

  	
  WDKY,
  INC.

  
	
   

  	
   

  	
  WYZZ
  LICENSEE, INC.

  
	
   

  	
   

  	
  KLGT,
  INC.

  
	
   

  	
   

  	
  SINCLAIR
  TELEVISION COMPANY II, INC.

  
	
   

  	
   

  	
  WSYX
  LICENSEE, INC.

  
	
   

  	
   

  	
  WGGB,
  INC.

  



 


133

















 


	
   

  	
  WTWC,
  INC.

  
	
   

  	
  SINCLAIR
  COMMUNICATIONS II, INC.

  
	
   

  	
  SINCLAIR
  HOLDINGS I, INC.

  
	
   

  	
  SINCLAIR
  HOLDINGS II, INC.

  
	
   

  	
  SINCLAIR
  HOLDINGS III, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION COMPANY, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION OF BUFFALO, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION OF CHARLESTON, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION OF NASHVILLE, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION OF NEVADA, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION OF TENNESSEE, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION LICENSE HOLDER, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION OF DAYTON, INC.

  
	
   

  	
  SINCLAIR ACQUISITION VII, INC.

  
	
   

  	
  SINCLAIR ACQUISITION VIII, INC.

  
	
   

  	
  SINCLAIR ACQUISITION IX, INC.

  
	
   

  	
  SINCLAIR ACQUISITION X, INC.

  
	
   

  	
  MONTECITO
  BROADCASTING CORPORATION

  
	
   

  	
  CHANNEL
  33, INC.

  
	
   

  	
  WNYO,
  INC.

  
	
   

  	
  NEW
  YORK TELEVISION, INC.

  
	
   

  	
  BIRMINGHAM
  (WABM-TV) LICENSEE, INC.

  
	
   

  	
  RALEIGH
  (WRDC-TV) LICENSEE, INC.

  
	
   

  	
  SAN
  ANTONIO (KRRT-TV) LICENSEE, INC.

  
	
   

  	
  WVTV
  LICENSEE, INC.

  
	
   

  	
  SINCLAIR
  PROPERTIES, LLC

  
	
   

  	
  SINCLAIR
  PROPERTIES II, LLC

  
	
   

  	
  KBSI
  LICENSEE L.P.

  
	
   

  	
  WMMP
  LICENSEE L.P.

  
	
   

  	
  WSYT
  LICENSEE L.P.

  
	
   

  	
   

  	
  By:

  	
  Sinclair
  Properties, LLC, General Partner

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  WEMT LICENSEE L.P.

  	 

	
   

  	
  WKEF LICENSEE L.P.

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  Sinclair
  Properties II, LLC, General Partner

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  WGME LICENSEE, LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  WGME, Inc.,
  Member

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  WICD LICENSEE, LLC

  	 

	
   

  	
  WICS LICENSEE, LLC

  	 




 


134

















 


	
   

  	
  KGAN
  LICENSEE, LLC

  
	
   

  	
  KFXA
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Acquisition IV, Inc., Member

  
	
   

  	
   

  	 

	
   

  	
  WSMH
  LICENSEE, LLC

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  WSMH, Inc.,
  Member

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  WPGH
  LICENSEE, LLC

  	 

	
   

  	
  KDNL
  LICENSEE, LLC

  	 

	
   

  	
  WCWB
  LICENSEE, LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  Sinclair
  Media I, Inc., Member

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  WTVZ
  LICENSEE, LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  WTVZ, Inc.,
  Member

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  KLGT
  LICENSEE, LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  KLGT, Inc.,
  Member

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  WCGV
  LICENSEE, LLC

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  WCGV, Inc.,
  Member

  	 

	
   

  	
   

  	 

	
   

  	
  KUPN
  LICENSEE, LLC

  	 

	
   

  	
  WEAR
  LICENSEE, LLC

  	 

	
   

  	
  WFGX
  LICENSEE, LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  Sinclair
  Media II, Inc., Member

  	 

	
   

  	
   

  	 

	
   

  	
  WLFL
  LICENSEE, LLC

  	 

	
   

  	
  WRDC,
  LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  WLFL, Inc.,
  Member

  	 

	
   

  	
   

  	 

	
   

  	
  WTTO
  LICENSEE, LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  WTTO, Inc.,
  Member

  	 

	
   

  	
   

  	 

	
   

  	
  WTWC
  LICENSEE, LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  WTWC, Inc.,
  Member

  	 

	
   

  	
   

  	 

	
   

  	
  WGGB
  LICENSEE, LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  WGGB, Inc.,
  Member

  	 

	
   

  	
   

  	 

	
   

  	
  KOCB
  LICENSEE, LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  KOCB, Inc.,
  Member

  	 

	
   

  	
   

  	 

	
   

  	
  (i)  
  WDKY LICENSEE, LLC

  	 

	
   

  	
  KOKH,
  LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  WDKY, Inc., Member

  	 




 


135
















 


	
   

  	
  KOKH
  LICENSEE, LLC,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KOKH,
  LLC, Member of KOKH Licensee, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WDKY, Inc.,
  Member of KOKH, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  WUPN
  LICENSEE, LLC

  
	
   

  	
  WUTV
  LICENSEE, LLC

  
	
   

  	
  WXLV
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Television of Buffalo, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WUXP
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Television of Tennessee, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WCHS
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Media III, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR
  FINANCE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KLGT, Inc.,
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WZTV
  LICENSEE, LLC

  
	
   

  	
  WVAH
  LICENSEE, LLC

  
	
   

  	
  WNAB
  Licensee, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Television of Nashville, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WMSN
  LICENSEE, LLC

  
	
   

  	
  WUHF
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Television Company, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WTAT
  LICENSEE, LLC

  
	
   

  	
  WRLH
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Television of Charleston, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WRGT
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Television of Dayton, Inc., Member

  



 


136

















 


	
   

  	
  SINCLAIR
  NEWSCENTRAL, LLC

  
	
   

  	
  CHESAPEAKE
  TELEVISION LICENSEE, LLC

  
	
   

  	
  KABB
  LICENSEE, LLC

  
	
   

  	
  WLOS
  LICENSEE, LLC

  
	
   

  	
  SAN
  ANTONIO TELEVISION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Communications, LLC, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Television Group, Inc., Sole Member of Sinclair Communications, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR
  PROGRAMMING COMPANY, LLC

  
	
   

  	
  SINCLAIR
  COMMUNICATIONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Television Group, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  KDSM, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Broadcast Group, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  KDSM
  LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KDSM,
  LLC, Sole Member of KDSM Licensee, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Broadcast Group, Inc., Sole Member of KDSM, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  WDKA LICENSEE, LLC

  
	
   

  	
  WNYS LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair
  Properties, LLC, Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David D. Smith

  
	
   

  	
   

  	
  David
  D. Smith, in his capacity as

  
	
   

  	
   

  	
  President,
  or Manager, as the case may be

  
	
   

  	
   

  	
   

  
	
  Attest
  

  	
  /s/
  David B. Amy

  	
   

  	
   

  
	
   

  	
  Name:

  	
  David
  B. Amy

  	
   

  	
   

  
	
   

  	
  Title:

  	
  In
  his capacity as Executive Vice President, Secretary or Manager, as the case
  may be

  	
   

  	
   

  
						



 


137

















 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Melody M. Scott

  
	
   

  	
   

  	
  Name:
  

  	
  Melody
  M. Scott

  
	
   

  	
   

  	
  Title:

  	
  Trust
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Melody M. Scott

  
	
   

  	
   

  	
  Name:
  

  	
  Melody
  M. Scott

  
	
   

  	
   

  	
  Title:

  	
  Trust Officer

  



 


138

















 


The annex, schedules and
exhibits to the Indenture have been omitted from the Indenture as filed.  The registrant agrees to furnish a copy of
such omitted annex, schedules and exhibits to the Commission upon request.