exv4w1



 






Exhibit 4.1




     SUPPLEMENTAL INDENTURE, dated as of January 31, 2005 (the “Supplemental Indenture”),
among LIN Television Corporation, a Delaware corporation (the “Company”), the Guarantors named
herein (the “Guarantors”) and The Bank of New York, as successor trustee under the Indenture
referred to below (the “Trustee”).



W I T N E S S E T H:




     WHEREAS, the Company, the Guarantors and the Trustee executed and delivered an Indenture,
dated as of June 14, 2001 (as supplemented by the Supplemental Indenture dated as of May 12, 2003,
the “Indenture”), providing for the issuance of 8% Senior Notes due 2008 (the “Notes”); and



     WHEREAS, Section 10.02 of the Indenture provides that, with the consent of Holders of at least
a majority in principal amount of outstanding Securities, the Company and the Guarantors, when
authorized by a Board Resolution, and the Trustee may modify, amend or supplement the Indenture or
the Securities; and



     WHEREAS, the Company has commenced an offer to purchase (the “Offer”) for cash all of its
outstanding Notes from all Holders thereof, upon the terms and subject to the conditions set forth
in the Offer to Purchase and Consent Solicitation Statement, dated January 18, 2005 (the “Offer to
Purchase”), and in the related Letter of Transmittal and Consent, dated January 18, 2005; and



     WHEREAS, in connection with the Offer and forming part thereof, the Company has solicited (the
“Solicitation”) consents (the “Consents”) of the Holders of the Notes to effect certain amendments
(the “Amendments”) to the Indenture; and



     WHEREAS, pursuant to the Solicitation, there have been validly delivered Consents of Holders
of a majority in principal amount of outstanding Notes; and



     WHEREAS, in accordance with the terms of the Offer and Solicitation, the Company, the
Guarantors and the Trustee have determined that it is necessary or required to supplement the
Indenture to reflect the Amendments; and



     WHEREAS, the Company certifies that all conditions and requirements of the Indenture necessary
to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its
terms have been performed and fulfilled by the parties hereto; and



     WHEREAS, the Company hereby authorizes and directs the Trustee to enter into this Supplemental
Indenture;



     NOW, THEREFORE, in consideration of the premises provided for herein, the Company, the
Guarantors and the Trustee mutually covenant and agree for the equal and proportionate benefit of
all Holders of the Securities as follows:













 





ARTICLE ONE




AMENDMENTS TO THE INDENTURE




SECTION 1.01. Definitions and Incorporation by Reference.




     Effective as of the Effective Time, Section 1.01 of the Indenture is hereby amended by
deleting in their entirety the following defined terms and their definitions:



               “Affiliate Transaction”



               “Consolidated Cash Flow”



               “Consolidated Interest Expense”



               “Disqualified Capital Stock”



               “incur”



               “Leverage Ratio”



               “Public Equity Offering”



               “Qualified Capital Stock”



               “Restricted Payment”



SECTION 1.02. Covenants.




     Effective as of the Effective Time, Article Four of the Indenture is hereby amended by
deleting Sections 4.03, 4.04, 4.06, 4.07, 4.08, 4.09, 4.10, 4.13, 4.14, 4.16, 4.20 and 4.21 in
their entirety, together with all references throughout the Indenture to such sections, and
inserting in place of the text of each such section the word “Reserved.”



SECTION 1.03. Merger, Successor Corporation.




     Effective as of the Effective Time, Article Five of the Indenture is hereby amended by
deleting it in its entirety, together with all references throughout the Indenture to such Article
and inserting in place of the text of such Article, the word “Reserved.”



SECTION 1.04. Events of Default.




     Effective as of the Effective Time, Section 6.01 of Article Six of the Indenture is hereby
amended by deleting subsections 6.01(c), (d), (e) and (h) thereof in their entirety, together with
all references throughout the Indenture to such sections, and inserting in place of the text of
each such section the word “Reserved.”



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ARTICLE TWO




MISCELLANEOUS PROVISIONS




SECTION 2.01. Effect of Supplemental Indenture.




     Upon the execution and delivery of this Supplemental Indenture by the Company, the Guarantors
and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby.



SECTION 2.02. General Definitions.




     For all purposes of this Supplemental Indenture:




          (a) capitalized terms used herein without definition shall have the meanings specified
in the Indenture; and




          (b) the terms “herein”, “hereof”, “hereunder” and other words of similar import refer
to this Supplemental Indenture.



SECTION 2.03. Adoption, Ratification and Confirmation.




     The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects
hereby adopted, ratified and confirmed.



SECTION 2.04. Effective Date.




     The provisions of Article One hereof shall be deemed to have become effective at 9:00 a.m.,
New York City time, on February 1, 2005 (the “Effective Time”).



SECTION 2.05. Indenture Remains in Full Force and Effect.




     Except as supplemented hereby, all provisions in the Indenture shall remain in full force and
effect.



SECTION 2.06. Indenture and Supplemental Indenture Construed Together.




     This Supplemental Indenture is an indenture supplemental to and in implementation of the
Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed
together.



SECTION 2.07. Conflict with the Trust Indenture Act.




     If any provision of this Supplemental Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of
and govern any provision of this Supplemental Indenture, the provision of the Trust Indenture Act
shall control. If any provision of this Supplemental Indenture modifies or excludes any



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provision of the Trust Indenture Act that may be so modified or excluded, the provision of the
Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by
this Supplemental Indenture, as the case may be.




SECTION 2.08. Severability.




     In case any provision in this Supplemental Indenture 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 2.09. Benefits of Supplemental Indenture.




     Nothing in this Supplemental Indenture or the Securities, express or implied, shall give to
any Person, other than the parties hereto and thereto and their successors hereunder and thereunder
and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim
under the Indenture, this Supplemental Indenture or the Securities.



SECTION 2.10. Successors.




     All agreements of the Company in this Supplemental Indenture shall bind its successor. All
agreements of each Guarantor in this Supplemental Indenture shall bind its successor. All
agreements of the Trustee in this Supplemental Indenture shall bind its successor.



SECTION 2.11. Certain Duties and Responsibilities of the Trustee.




     In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of
every provision of the Indenture and the Securities relating to the conduct of, affecting the
liability of or affording protection to, the Trustee, whether or not elsewhere herein so provided.



SECTION 2.12. Counterparts.




     This Supplemental Indenture may be executed in any number of counterparts, each of which when
so executed shall be deemed an original, and all such counterparts shall together constitute but
one and the same instruments.



SECTION 2.13. Governing Law.




     THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS SUPPLEMENTAL INDENTURE WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.



SECTION 2.14. Headings.




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



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SECTION 2.15. The Trustee.




     The Trustee shall not be responsible in any manner for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein,
all of which are made by the Company.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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



	 	 	 	 	 
	 	 	LIN TELEVISION CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Vincent Sadusky
	

	 	 	 	

	

	 	 	 	Vincent Sadusky

	

	 	 	 	Vice President — Chief Financial Officer and
	

	 	 	 	Treasurer
	 
	 	 	 	 
	 	 	INDIANA BROADCASTING, LLC

LIN AIRTIME, LLC

PROVIDENCE BROADCASTING, LLC

WAVY BROADCASTING, LLC

WOOD LICENSE CO., LLC

WIVB BROADCASTING, LLC

WWLP BROADCASTING, LLC

      as Guarantors
	 
	 	 	 	 
	

	 	By:
	 	LIN Television Corporation,
	

	 	 	 	its Managing Member
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Vincent Sadusky


	

	 	 	 	Vincent Sadusky

	

	 	 	 	Vice President — Chief Financial Officer and
	

	 	 	 	Treasurer
	 
	 	 	 	 
	 	 	TVL BROADCASTING OF RHODE

ISLAND, LLC

WDTN BROADCASTING, LLC

WUPW BROADCASTING, LLC,

      as Guarantors
	 
	 	 	 	 
	

	 	By:
	 	TVL Broadcasting, Inc.,

its Managing Member
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Vincent Sadusky


	

	 	 	 	Vincent Sadusky

	

	 	 	 	Vice President — Chief Financial Officer and
	

	 	 	 	Treasurer






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	 	 	 	AIRWAVES, INC.

KXAN, INC.

KXTX HOLDINGS, INC.

LINBENCO, INC.

LIN SPORTS, INC.

LIN TELEVISION OF SAN JUAN, INC.

LIN TELEVISION OF TEXAS, INC.

PRIMELAND TELEVISION, INC.

NORTH TEXAS BROADCASTING
  CORPORATION

WNJX-TV,
INC.

WOOD TELEVISION, INC.

WTNH BROADCASTING, INC.

TVL BROADCASTING, INC.,
  as
Guarantors
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Vincent Sadusky
	

	 	 	 	

	

	 	 	 	Vincent Sadusky

	

	 	 	 	Vice President — Chief Financial Officer and
	

	 	 	 	Treasurer
	 
	 	 	 	 
	 	 	TELEVICENTRO OF PUERTO RICO,

  LLC, as a Guarantor
	 
	 	 	 	 
	

	 	By:
	 	LIN Television of San Juan, Inc.,
	

	 	 	 	its Managing Member
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Vincent Sadusky
	

	 	 	 	

	

	 	 	 	Vincent Sadusky
	

	 	 	 	Vice President — Chief Financial Officer and
	

	 	 	 	Treasurer
	 
	 	 	 	 
	 	 	LIN TELEVISION OF TEXAS, L.P.

   as Guarantor
	 
	 	 	 	 
	

	 	By:
	 	LIN Television of Texas, Inc.,
	

	 	 	 	its General Partner
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Vincent Sadusky


	

	 	 	 	Vincent Sadusky

	

	 	 	 	Vice President — Chief Financial Officer and
	

	 	 	 	Treasurer






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	 	 	THE BANK OF NEW YORK,

      as Trustee
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Barbara Bevelaqua
	

	 	 	 	

	

	 	 	 	Name: Barbara Bevelaqua

	

	 	 	 	Title: Vice President







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