Exhibit 4.4


 


Sixth
Supplemental Indenture to


March 2002
Indenture


 


SIXTH SUPPLEMENTAL INDENTURE


 


Dated
as of September 30, 2003


 


                                                THIS
SIXTH SUPPLEMENTAL INDENTURE, dated as of
September 30, 2003 (the “Sixth Supplemental Indenture”), by and between
Sinclair Television Group, Inc., a Maryland corporation (“STG”), certain
of STG’s subsidiaries identified as Guarantors on the signature
page hereof, (collectively the “Existing Guarantors”), Sinclair Broadcast
Group, Inc. (the “Company”) and Wachovia Bank, National Association
(formerly First Union National Bank), as Trustee under the Indenture, as
hereinafter defined (hereinafter the “Trustee”). All capitalized terms used in
this Sixth Supplemental Indenture and not otherwise defined shall be assigned
the meaning ascribed to them in the Indenture.


 


                                                WHEREAS, the Company,
the Existing Guarantors and the Trustee are parties to an Indenture dated as of
March 14, 2002 (the “Original Indenture”), as heretofore supplemented,
pursuant to which the Company issued its $650,000,000 8% Senior Subordinated
Notes due 2012 (hereinafter the “Securities”).


 


                                                WHEREAS, on
July 26, 2002, the Company, certain of its Subsidiaries, as Guarantors and
the Trustee executed the First Supplemental Indenture amending certain terms
and conditions of the Original Indenture (the “First Supplemental Indenture”).


 


                                                WHEREAS, on
November 8, 2002, the Company, certain of its Subsidiaries, as Guarantors
and the Trustee executed the Second Supplemental Indenture amending certain
terms and conditions of the Original Indenture (the “Second Supplemental
Indenture”).


 

















 


                                                WHEREAS, on
January 17, 2003, the Company, certain of its Subsidiaries, as Guarantors
and the Trustee executed the Third Supplemental Indenture amending certain
terms and conditions of the Original Indenture (the “Third Supplemental
Indenture”).


 


                                                WHEREAS,
on May 9, 2003, the Company and certain of its Subsidiaries, as
Guarantors and the Trustee executed the Fourth Supplemental Indenture amending
certain terms and conditions of the Original Indenture (the “Fourth
Supplemental Indenture”).


 


                                                WHEREAS, on
July 17, 2003, the Company and certain of its Subsidiaries, as Guarantors
and the Trustee executed the Fifth Supplemental Indenture amending certain
terms and conditions of the Original Indenture (the “Fifth Supplemental
Indenture”).  The Original Indenture, as
amended by the First Supplemental Indenture, the Second Supplemental Indenture,
the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, and this Sixth Supplemental Indenture, collectively
referred to herein as (the “Indenture”).


 


                                                WHEREAS, on
September 30, 2003, the Company contributed One Hundred percent (100%) of
its ownership interest in Sinclair Communications, LLC and One Hundred percent
(100%) of its equity interest in Sinclair Communications II, Inc., which
together comprise substantially all of the Company’s properties and assets, to
STG.


 


                                                WHEREAS,
Section 801 of the Indenture provides that the Company may sell, assign,
convey, transfer, lease, or otherwise dispose of all or substantially all of
its properties and assets to any Person organized and existing under the laws
of the United States of America or any state thereof or the District of
Columbia and to the extent such Person acquires all or substantially all of the
properties and assets of the Company and its Subsidiaries on a Consolidated
basis, such Person shall expressly assume by supplemental indenture, executed
and delivered to the Trustee, in form


 


2

















 


satisfactory to the Trustee, all obligations
of the Company under the Securities, the Indenture and the Registration Rights
Agreement.


 


                                                WHEREAS,
Section 901 of the Indenture provides that without the consent of any
Holder, the Company and the Guarantors (or any successors), when authorized by
a Board Resolution, and the Trustee at any time and from time to time may enter
into indentures supplemental thereto, in form and substance satisfactory to the
Trustee to evidence the succession of another Person to the Company upon the
Securities, and the assumption by any such successor of the covenants of the
Company in the Securities and the Indenture.


 


                                                WHEREAS, the Indenture
provides, that without the consent of any Holders, the Company and the Existing
Guarantors, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into indentures supplemental thereto, or
agreements or other instruments with respect to any Guarantee, in form and
substance satisfactory to the Trustee, for the purpose of adding a guarantor.


 


                                                WHEREAS, STG is the
Surviving Entity and wishes to expressly assume the Company’s obligations of
payment and performance under the Securities, the Indenture, and the
Registration Rights Agreement.


 


                                                WHEREAS, the Company
wishes to guarantee the Indenture and the Securities related thereto.


 


                                                WHEREAS, the Existing
Guarantors wish to confirm that their Guarantee under the Indenture shall apply
to STG’s obligations under the Indenture and the Securities.


 


                                                WHEREAS, all things
necessary have been done to make this Sixth Supplemental Indenture, when
executed and delivered by STG, the Existing Guarantors, the Company and the


 


3

















 


Trustee, the legal, valid and binding
agreement of STG, the Existing Guarantors, the Company and the Trustee in
accordance with its terms.


 


                                                NOW,
THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:


 


                                                The parties
hereto mutually covenant and agree as follows:


 


Section I


 


                                                Section 1.01.  The Trustee acknowledges the receipt of the
following in compliance with the requirements of the Indenture, including but
not limited to Section 801:


 


(a)                                  A certification
from the Company that the conditions of the Indenture, including, without
limitation, the conditions set forth in Section 801 of the Indenture, have
been met.


 


(b)                                 An Opinion of
the Company’s Counsel stating that all conditions precedent in the Indenture,
including, without limitation, the conditions set forth in Section 801 of
the Indenture, have been met.


 


Section II


 


                                                Section 2.01.                             Pursuant to
Section 901(a) of the Indenture, as of the date of this Sixth
Supplemental Indenture, STG hereby expressly assumes all the obligations of the
Company under the Securities, the Indenture and the Registration Rights
Agreement.


 


                                                Section 2.02.                             Pursuant to
Section 801(a)(v) of the Indenture, as of the date of this Sixth
Supplemental Indenture, the Existing Guarantors hereby expressly confirm that
their Guarantee shall apply to STG’s obligations under the Indenture and the
Securities.


 


4

















 


Section III


 


                                                Section 3.01.                             As of the date
of this Sixth Supplemental Indenture, the Company shall become a Guarantor of
the Securities and accordingly, hereby executes and delivers this Sixth
Supplemental Indenture to evidence its guarantee of the Securities on the same
terms as set forth in Article 14 of the Indenture (the “Guarantee”).


 


Section IV


 


                                                Section 4.01.                             This Sixth
Supplemental Indenture shall be construed as supplemental to the Indenture and
shall form a part thereof, and the Indenture is hereby incorporated by
reference herein and, as supplemented hereby and is hereby ratified, approved
and confirmed.


 


                                                Section 4.02.                             This Sixth
Supplemental Indenture may be signed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.  This Sixth Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.


 


                                                Section 4.03.                             This Sixth
Supplemental Indenture shall be effective and operative on the date and time
hereof.


 


                                                IN
WITNESS WHEREOF, the parties hereto have caused this Sixth
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year above
written.


 


	
  ATTEST:

  	
   

  	
  SINCLAIR TELEVISION GROUP,
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Vicky D. Evans

  	
   

  	
  By:

  	
  /s/ David B. Amy

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
   

  	
  David B. Amy, Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
  and Chief Financial
  Officer

  



 


5

















 


ATTEST AS TO ALL                                                                                                                                                                             EXISTING
GUARANTORS:


 


CHESAPEAKE TELEVISION, INC.


KSMO, INC.


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.


KSMO LICENSEE, 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.


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 OF 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.


 


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WNYO, INC.


NEW YORK TELEVISION, INC.


WVTV LICENSEE, INC.


RALEIGH (WRDC-TV) LICENSEE,
INC.


BIRMINGHAM (WABM-TV)
LICENSEE, INC.


SAN ANTONIO (KRRT-TV) LICENSEE,
INC.


 


SINCLAIR PROPERTIES, LLC


SINCLAIR PROPERTIES II, LLC


 


KBSI LICENSEE L.P.


KETK 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


 


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


 


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CHESAPEAKE
TELEVISION LICENSEE, LLC


KABB LICENSEE, LLC


SCI - SACRAMENTO LICENSEE,
LLC


WLOS LICENSEE, LLC


 


By:                                        Chesapeake
Television, Inc., Member


 


KLGT LICENSEE, LLC


 


By:                                        KLGT, Inc.,
Member


 


WCGV
LICENSEE, LLC


 


By:                                        WCGV, Inc.,
Member


 


SCI - INDIANA LICENSEE, LLC


KUPN LICENSEE, LLC


WEAR 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


 


8

















 


WDKY LICENSEE, LLC


KOKH, LLC


 


By:                                        WDKY, Inc.,
Member


 


KOKH LICENSEE, LLC


 


By:                                        KOKH, LLC.,
Member


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


SINCLAIR FINANCE HOLDINGS,
LLC


 


By:                                        KLGT, Inc.,
Member


 


WUHF LICENSEE, LLC


WMSN LICENSEE, LLC


 


By:                                        Sinclair
Television Company, Inc., Member


 


WZTV LICENSEE, LLC


WVAH LICENSEE, LLC


 


By:                                        Sinclair
Television of Nashville, Inc., Member


 


WRLH LICENSEE, LLC


WTAT LICENSEE, LLC


 


By:                                        Sinclair
Television of Charleston, Inc., Member


 


9

















 


WRGT LICENSEE, LLC


 


By:                                        Sinclair
Television of Dayton, Inc.


 


SINCLAIR NEWSCENTRAL, LLC


 


By:                                        Sinclair
Communications, LLC, Member


By:                                        Sinclair
Television Group, Inc., 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.


 


KDSM LICENSEE, LLC


 


By:                                        KDSM, LLC,
Member


By:                                        Sinclair
Broadcast Group, Inc., Member of KDSM, LLC


 


 


	
    /s/ Vicky D.
  Evans

  	
   

  	
   

  	
  By:

  	
    /s/ David B.
  Amy

  	
  (SEAL)

  
	
   

  	
   

  	
  David B. Amy, in his
  capacity

  
	
   

  	
   

  	
  as Secretary, Manager or
  Executive

  
	
   

  	
   

  	
  Vice President, as the case
  may be

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
  NEW GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR BROADCAST GROUP,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /s/ Vicky D.
  Evans

  	
   

  	
   

  	
  By:

  	
  /s/ David B. Amy

  	
  (SEAL)

  
	
   

  	
   

  	
  David B. Amy, Executive
  Vice President

  
							



 


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  ATTEST:

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION (FORMERLY FIRST UNION NATIONAL BANK), AS TRUSTEE

  
	
   

  	
   

  
	
    /s/ Joy D.
  Edwards

  	
   

  	
  By:

  	
   /s/ L.B. Bedell

  	
  (SEAL)

  
					



 


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