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Exhibit 10.45    
  


 
 

SERIES A-1 INCREMENTAL LOAN AMENDMENT    
  


        SERIES A-1 INCREMENTAL LOAN AMENDMENT dated as of December 31, 2002 (this "Series A-1 Incremental Loan
Amendment") to the Credit Agreement referred to below, between Sinclair Broadcast Group, Inc., the Series A-1 Incremental Lenders party hereto and to said
Credit Agreement (including each Person that becomes a Series A-1 Incremental Lender pursuant to a Lender Addendum (as defined below)), and JPMorgan Chase Bank, as Administrative
Agent. 


        The
Borrower, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, as Administrative Agent, are parties to a Credit Agreement dated as of
July 15, 2002 (as amended and in effect from time to time, the "Credit Agreement") providing for extensions of credit (by means of loans and letters of credit) in
an aggregate original principal amount up to but not exceeding $600,000,000. 


        Section 2.01(c)
of the Credit Agreement contemplates that at any time and from time to time prior to December 31, 2009, the Borrower may request that the Lenders offer to
enter into commitments to make Incremental Loans under and as defined in said Section 2.01(c), which Incremental Loans may be made in one or more separate "series" of term loans or revolving
loans but which in the aggregate may not exceed $300,000,000. The Borrower has now requested that Incremental Term Loans in an aggregate amount of $125,000,000 under said Section 2.01(c) be
made available to it on the terms and conditions set forth below (the "Series A-1 Incremental Term Loans"). The Series A-1
Incremental Lenders (as defined below) are willing to make such loans on such terms and conditions and in accordance with the applicable provisions of the Credit Agreement and, accordingly, the
parties hereto hereby agree as follows: 


 
 

ARTICLE I    
    
    DEFINED TERMS    
  


        Terms defined in the Credit Agreement are used herein as defined therein. In addition, the following terms have the meanings specified below: 



        "Lender
Addendum" means, with respect to each Series A-1 Incremental Lender, a Lender Addendum substantially in the form of Annex 1 to
this Series A-1 Incremental Loan Amendment, executed and delivered by such Lender as provided in Section 2.05 of this Series A-1 Incremental Loan
Amendment. 


        "Series A-1
Effective Date" means the date on which the conditions specified in Article IV of this Series A-1
Incremental Loan Agreement are satisfied (or waived by the Required Series A-1 Incremental Lenders), but not later than January 31, 2003. 


        "Series A-1
Incremental Lender" means (a) as of the Series A-1 Effective Date, a Person that has executed and
delivered a Lender Addendum (which has been accepted by the Borrower and the Administrative Agent) setting forth the Series A-1 Incremental Term Loan Commitment for such Person and
(b) thereafter, the Lenders from time to time holding Series A-1 Incremental Term Loans after giving effect to any assignments thereof pursuant to Section 10.04 of the
Credit Agreement. 


        "Series A-1
Incremental Term Loan Commitment" means, with respect to each Series A-1 Incremental Lender, the commitment
of such Lender to make a Series A-1 Incremental Term Loan hereunder. The amount of each Series A-1 Incremental Lender's Series A-1 Incremental
Term Loan Commitment is set forth in the Lender Addendum executed and delivered by such Lender. The aggregate original amount of the Series A-1 Incremental Term Loan Commitments is
$125,000,000. 







 
 

ARTICLE II    
    
    SERIES A-1 TERM LOANS    
  


        Section 2.01. Commitments. Subject to the terms and conditions set forth in this Series A-1 Incremental
Loan Amendment and in the Credit Agreement, each Series A-1 Incremental Lender agrees to make a Series A-1 Incremental Term Loan to the Borrower on the
Series A-1 Effective Date in a principal amount equal to such Lender's Series A-1 Incremental Term Loan Commitment. Proceeds of the Series A-1
Incremental Term Loans shall be available for any use permitted under the second sentence of Section 6.08 of the Credit Agreement. 


        Section 2.02.
Termination of Commitments. Unless previously terminated, the Series A-1 Incremental Term Loan Commitments shall
terminate after the Borrowing of the Series A-1 Incremental Term Loans on the Series A-1 Effective Date. 


        Section 2.03.
Repayment of Series A-1 Incremental Term Loans. 


        The
Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Series A-1 Incremental Lenders the outstanding principal amount
of the Series A-1 Incremental Term Loans on each Term Loan Principal Payment Date set forth below in an aggregate principal amount equal to the percentage of the aggregate principal
amount of the Series A-1 Incremental Term Loans set forth opposite such Term Loan Principal Payment Date: 



	Term Loan Principal Payment Date

Falling on or Nearest to:
 
	 	Amounts (%):

	June 30, 2004	 	0.25
	September 30, 2004	 	0.25
	December 31, 2004	 	0.25
	

March 31, 2005	
 	

0.25
	June 30, 2005	 	0.25
	September 30, 2005	 	0.25
	December 31, 2005	 	0.25
	

March 31, 2006	
 	

0.25
	June 30, 2006	 	0.25
	September 30, 2006	 	0.25
	December 31, 2006	 	0.25
	

March 31, 2007	
 	

0.25
	June 30, 2007	 	0.25
	September 30, 2007	 	0.25
	December 31, 2007	 	0.25
	

March 31, 2008	
 	

0.25
	June 30, 2008	 	0.25
	September 30, 2008	 	0.25
	December 31, 2008	 	0.25
	

March 31, 2009	
 	

0.25
	June 30, 2009	 	0.25
	September 30, 2009	 	0.25
	December 31, 2009	 	94.50





To
the extent not previously paid, all Series A-1 Incremental Term Loans shall be due and payable on the Term Loan Maturity Date (which date shall constitute the Incremental Term
Loan Maturity Date for the Series A-1 Incremental Term Loans); provided that such final maturity date may be accelerated pursuant to
Section 2.08(b) of the Credit Agreement. 








        Section 2.04.
Applicable Rate. The Applicable Rate for Series A-1 Incremental Term Loans (i) which are ABR Loans shall be
1.25% and (ii) which are Eurodollar Loans shall be 2.25%. No commitment fee shall be payable with respect to the Series A-1 Incremental Term Loan Commitments. 


        Section 2.05.
Delivery of Lender Addendum. Each Lender immediately prior to the Series A-1 Effective Date who wishes to become a
Series A-1 Incremental Lender and each other Person who wishes to become a Series A-1 Incremental Lender but is not a Lender immediately prior to the
Series A-1 Effective Date (each such other Person, a "New Lender") shall become a Series A-1 Incremental Lender by delivering to the
Administrative Agent a Lender Addendum duly executed by such Lender or other Person, as the case may be (and accepted by the Borrower and the Administrative Agent). Upon such execution and delivery
(and such acceptance) and subject to Article IV of this Series A-1 Incremental Loan Amendment, each such Lender or other Person, as the case may be, shall become a
Series A-1 Incremental Lender under this Series A-1 Incremental Loan Amendment and the Credit Agreement, having the Series A-1 Incremental Term
Loan Commitment set forth in its Lender Addendum (and, in the case of each New Lender, shall become a Lender for all purposes of the Credit Agreement). 


        Section 2.06.
Status of Agreement. The Series A-1 Incremental Term Loan Commitments of the Series A-1
Incremental Lenders constitute Incremental Term Loan Commitments, the Series A-1 Incremental Lenders constitute Incremental Lenders and the Series A-1 Incremental
Term Loans constitute a single Series of Incremental Term Loans under the Credit Agreement. This Series A-1 Incremental Loan Amendment constitutes an Incremental Loan Amendment
thereunder. 


 
 

ARTICLE III    
    
    REPRESENTATION AND WARRANTIES    
  


        The Borrower represents and warrants to the Series A-1 Incremental Lenders and the Administrative Agent that (a) each of the
representations and warranties of the Borrower set forth in the Credit Agreement, and of each Obligor in each of the other Loan Documents to which it is a party, is true and correct on and as of the
date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty is true and
correct as of such specific date) and as if each reference therein to the Credit Agreement or such other Loan Document (as the case may be) included reference to this Series A-1
Incremental Loan Amendment and (b) immediately prior to and immediately after giving effect to this Series A-1 Incremental Loan Amendment, no Default has occurred and is
continuing or will result from the application of the proceeds of the Series A-1 Incremental Term Loans. 


 
 

ARTICLE IV    
    
    CONDITIONS    
  


        The effectiveness of this Series A-1 Incremental Loan Amendment and the obligations of the Series A-1 Incremental Lenders to
make Series A-1 Incremental Term Loans on the Series A-1 Effective Date is subject to the satisfaction (or waiver by the Required Series A-1
Incremental Lenders) of the following conditions precedent: 


        (a)    Counterparts of Agreement.    The Administrative Agent shall have received from
each party hereto either (i) a counterpart of this Series A-1 Incremental Loan Amendment signed on behalf of such party (or, in the case of each Series A-1
Incremental Lender, a Lender Addendum signed on behalf of such Lender (and accepted by the Borrower and the Administrative Agent) or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of this Series A-1 Incremental Loan Amendment or a Lender Addendum) that such party has signed a
counterpart hereof or a Lender Addendum, as the case may be. 


        (b)    Fees and Expenses.    The Administrative Agent and the
Series A-1 Incremental Lenders shall have received all fees due and payable on or prior to the Series A-1 Effective Date required to be paid by the Borrower in
connection with this Series A-1 Incremental Loan Amendment. 







        (c)    Other Conditions.    Each of the conditions set forth in the first sentence of
Section 5.02 of the Credit Agreement and in clause (a) of Section 5.03 of the Credit Agreement shall have been satisfied. 


        (d)    Officer's Certificates.    The Administrative Agent shall have received a
certificate, dated the Series A-1 Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, (i) confirming compliance with the
conditions under clause (c) of this Article IV, and (ii) demonstrating in reasonable detail compliance with clause (a) of Section 5.03 of the Credit Agreement. 


        (e)    Opinion of Counsel to the Borrower.    The Administrative Agent shall have
received a favorable written opinion (addressed to the Administrative Agent and the Series A-1 Incremental Lenders and dated the Series A-1 Effective Date) of
Thomas & Libowitz, P.A., counsel for the Borrower, with respect to this Series A-1 Incremental Loan Amendment, the Credit Agreement as amended hereby and certain matters
relating to the Borrower, in form and substance satisfactory to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinion to the Administrative Agent and the
Series A-1 Incremental Lenders). 


        (f)    Consummation of Bond Tender Offer.    The Administrative Agent shall have received
evidence satisfactory to it that, concurrently with the making of the Series A-1 Incremental Term Loans, the tender offer and consent solicitation by the Borrower with respect to
its 83/4% Senior Subordinated Notes due 2007 (issued pursuant to that certain Indenture dated as of December 17, 1997, as from time to time supplemented, by and among the
Borrower, certain of the Borrower's direct and indirect wholly-owned Subsidiaries, as guarantors, and Wachovia Bank, National Association (formerly First Union National Bank)) shall have been
consummated. 


        (g)    Other Documents.    The Administrative Agent shall have received such other
documents relating to this Series A-1 Incremental Loan Amendment as the Administrative Agent may reasonable request. 


 
 

ARTICLE V    
    
    CONFIRMATION OF GUARANTEES AND SECURITY    
  



        By its signature hereto, the Borrower confirms on its behalf and on behalf of each of the Subsidiary Guarantors that the obligations of the Borrower in respect of
the Series A-1 Incremental Term Loans under this Series A-1 Incremental Loan Amendment and the Credit Agreement (i) constitute "Guaranteed Obligations"
under Article III of the Credit Agreement and (ii) are entitled to the benefits of the Security Agreement and constitute "Secured Obligations" (as defined in the Security Agreement). 


 
 

ARTICLE VI    
    
    MISCELLANEOUS    
  


        SECTION 6.01. Expenses. The Borrower agrees to pay, or reimburse the Administrative Agent for paying, all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of Milbank, Tweed, Hadley &
McCloy LLP, special New York counsel to JPMCB, in connection with the preparation of this Series A-1 Incremental Loan Amendment. 


        SECTION
6.02. Integration; Counterparts; Successors. Except as expressly provided herein, all provisions of the Credit Agreement apply to the
Series A-1 Incremental Term Loans and the Credit Agreement shall remain unchanged and in full force and effect. This Series A-1 Incremental Loan Amendment may be
executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. This Series A-1 Incremental Loan Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 


        SECTION
6.03. Governing Law. This Series A-1 Incremental Loan Amendment shall be construed in accordance with and governed by the law of
the State of New York. 


        SECTION
6.04. Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Series A-1
Incremental Loan Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Series A-1 Incremental Loan Amendment. 






        IN
WITNESS WHEREOF, the parties hereto have caused this Series A-1 Incremental Loan Amendment to be duly executed by their respective authorized officers as of the day
and year first above written. 



	                    BORROWER	 	 	 
	

 	
 	
SINCLAIR BROADCAST GROUP, INC.


	

 	
 	

By	

/s/  DAVID B. AMY      
 Name: David B. Amy

Title: Chief Financial Officer
	

                    ADMINISTRATIVE AGENT	
 	

 	

 
	

 	
 	

JPMORGAN CHASE BANK,

    as Administrative Agent
	

 	
 	

By	

/s/  TRACEY NAVIN EWING      
 Name: Tracey Navin Ewing

Title: Vice President









 
 

ANNEX 1    
  


[Form
of Lender Addendum] 


 
 

LENDER ADDENDUM    
  


        Reference is made to the Series A-1 Incremental Loan Amendment dated as of December 31, 2002 (the
"Series A-1 Incremental Loan Amendment") to the Credit Agreement referred to below, between Sinclair Broadcast Group, Inc., each
Series A-1 Incremental Lender party thereto and JPMorgan Chase Bank, as Administrative Agent (the "Administrative Agent"), which
Series A-1 Incremental Loan Amendment is being entered into pursuant to Section 2.01(c) of the Credit Agreement dated as of July 15, 2002 (the "Credit
Agreement") among the Borrower, the Subsidiary Guarantors party thereto, the lenders party thereto and the Administrative Agent. Terms used but not defined in this Lender Addendum have
the meanings assigned to such terms in the Series A-1 Incremental Loan Amendment and the Credit Agreement. 


        By
its signature below, subject to the acceptance hereof by the Borrower and the Administrative Agent as provided below and subject to the conditions set forth in Article IV of
the Series A-1 Incremental Loan Amendment, the undersigned hereby becomes a Series A-1 Incremental Lender under the Series A-1 Incremental Loan
Amendment and the Credit Agreement, having the Series A-1 Incremental Term Loan Commitment set forth below beneath its name. 


        This
Lender Addendum shall be construed in accordance with and governed by the law of the State of New York. This Lender Addendum may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. 



        IN
WITNESS WHEREOF, the undersigned has caused this Lender Addendum to be duly executed and delivered by its proper and duly authorized officer as of the date of the
Series A-1 Incremental Loan Amendment. 


NAME
OF SERIES A-1 INCREMENTAL LENDER: 


____________________________________




	

By	
 	

 Name:

Title:	
 	

 





Amount
of Series A-1 Incremental Term Loan Commitment: $                   







	Accepted and agreed:	 	 
	

JPMORGAN CHASE BANK,

    as Administrative Agent	
 	

 
	

By:	
 	

 Name:

Title:	
 	

 
	

SINCLAIR BROADCAST GROUP, INC.	
 	

 
	

By:	
 	

 Name: David B. Amy

Title: Chief Financial Officer	
 	

 











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Exhibit 10.45


SERIES A-1 INCREMENTAL LOAN AMENDMENT

ARTICLE I DEFINED TERMS

ARTICLE II SERIES A-1 TERM LOANS

ARTICLE III REPRESENTATION AND WARRANTIES

ARTICLE IV CONDITIONS

ARTICLE V CONFIRMATION OF GUARANTEES AND SECURITY

ARTICLE VI MISCELLANEOUS



ANNEX 1


LENDER ADDENDUM