Exhibit 4.1


 


EXECUTION VERSION


 


INDENTURE,
dated as of October 4, 2010, among SINCLAIR TELEVISION GROUP, INC., a
Maryland corporation (the “Company”), 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 (the “Trustee”).


 


RECITALS OF THE COMPANY


 


The
Company has duly authorized the creation of an issue of 8.375% Senior Notes due
2018, Series A (the “Series A Securities”) and an issue of 8.375%
Senior Notes due 2018, Series B (the “Series B Securities” and,
together with the Series A Securities, the “Initial Securities”) of
substantially the tenor and amount hereinafter set forth 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”), and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.


 


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.


 


This
Indenture is subject to, and shall be governed by, the provisions of the Trust
Indenture Act that are required to be part of and to govern indentures
qualified under the Trust Indenture Act.


 


All
acts and things necessary have been done to make (i) the Securities, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, (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 Company 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:


 


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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 One have the meanings assigned to them in this Article One,
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.


 


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


 


“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 


 


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indirectly,
whether through ownership of voting securities, by contract or otherwise; and
the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


“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: (1) 1.0% of the principal amount of such
Security; and (2) the excess, if any, of (a) the present value as of
such Redemption Date of (1) the Redemption Price of such Security on October 15,
2014, (each such Redemption Price being described in the table in Section 1101(a) plus
(2) all required interest payments due on such Security through October 15,
2014 (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 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 Company or any Restricted Subsidiary; or (iii) any other
properties or assets of the Company 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 Company to any Wholly Owned Restricted Subsidiary that
is a Guarantor, or by any Restricted Subsidiary to the Company or any Wholly
Owned Restricted Subsidiary that is a Guarantor in accordance with the terms of
this Indenture or (C) that aggregates not more than $10,000,000 in gross
proceeds.


 


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


 


“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.


 


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“Bank Credit Agreement” means the Fourth Amended and Restated Credit
Agreement, dated as of October 29, 2009, as amended on August 19,
2010, between the Company, the guarantors party thereto, the lenders named
therein and J.P. Morgan Chase Bank, N.A., as agent, J.P. Morgan Securities LLC,
as sole lead arranger and bookrunner, Wells Fargo Bank, National Association,
as syndication agent, and Citadel Securities LLC, as documentation 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, solely for purposes of the definition of “Permitted Indebtedness,” no
such increase may result in the principal amount of Indebtedness of the Company
under the Bank Credit Agreement exceeding the amount permitted by Section 1008(b)(i) unless
such excess amount of Indebtedness is permitted under Section 1008(b)(xiv) and
classified thereunder, in which case it would be deemed “Permitted
Indebtedness.”


 


“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 Parent, the
Company 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 Parent, the Company 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 (a) 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 (b) 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.


 


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“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.


 


“Capital Lease Obligation” means any obligation of the Company 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:  (i) 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 Company or Parent, provided
that, in the case of Parent, 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 Company
or Parent; (ii) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of Directors of the
Company or Parent (together with any new directors whose election to such Board
or whose nomination for election by the shareholders of the Company or Parent,
was approved by a vote of at least 66-2/3% 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;
(iii) the Company or Parent 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
Company or Parent, in any such event pursuant to a transaction in which the
outstanding Voting Stock of the Company or Parent is changed into or exchanged
for cash, securities or other property, other than any such transaction where
the outstanding Voting Stock of the Company or Parent is not changed or
exchanged at all (except to the extent necessary to reflect a change in the
jurisdiction of incorporation of the Company or Parent) or where (A) the
outstanding Voting Stock of the Company or Parent 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 Company or Parent 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 


 


5

















 


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 (iv) the Company or Parent
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.


 


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


 


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


 


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


 


“Company Request” or “Company Order” means a written request or order
signed in the name of the Company by two of its Officers and delivered to the
Trustee.


 


“Consolidated Interest Expense” means, without duplication, for any
period, the sum of (a) the cash interest expense of the Company and its
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 Company during such period, and all capitalized interest of the Company
and its Consolidated Restricted Subsidiaries, in each case as determined in
accordance with GAAP consistently applied, minus (c) cash interest income
of the Company and its Consolidated Restricted Subsidiaries for such period, on
a Consolidated basis, 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 Company and its Consolidated Restricted
Subsidiaries for such period as determined in accordance with GAAP consistently
applied, adjusted, to the 


 


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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 Company and its 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 Company
or its 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 business, (v) the net
income of the Company or any Restricted Subsidiary to the extent that the
declaration of dividends or similar distributions by the Company 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 Company, 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 Company or
any Restricted Subsidiary by Unrestricted Subsidiaries.


 


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


 


“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 as such in Schedule I to this Indenture, (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 Company or any Subsidiary on or after the Issue Date and (c) any
television or radio station with which the Company or any Subsidiary has
entered into any Program Services Agreement, Outsourcing Agreement or other
similar agreement on or after the Issue Date, in each case until such time, if
any, as 


 


7

















 


the
Company or any Subsidiary acquires the Broadcast License of such television or
radio station and such station becomes an Owned Station.


 


“Convertible Debentures” means Parent’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.


 


“Cumulative Consolidated Interest Expense” means, as of any date of
determination, Consolidated Interest Expense from October 29, 2009 to the
end of the Company’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 October 29, 2009 to the end of the
Company’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 (a) the aggregate principal amount of all
outstanding Indebtedness of the Company 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 Company
(excluding any such Disqualified Equity Interests held by the Company or a
Wholly Owned Restricted Subsidiary of the Company), to (b) Operating Cash
Flow of the Company 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 Company
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 


 


8

















 


beginning
of such four-quarter period; and (iv) any acquisition or disposition by
the Company 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 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 Parent 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.  Parent and the Company
may, at any time or from time to time upon not less than five Business Days’
notice to the Trustee (or such shorter period that is acceptable to the
Trustee), designate any subsidiary of Parent (other than the Company or any of
its directly or indirectly owned Subsidiaries) (including any acquired or newly
formed subsidiary of Parent) to be a “Designated SBG Subsidiary” for purposes
of this Indenture.  The designation by
Parent and the Company of any subsidiary of Parent 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 Parent and the
Company 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 Company 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.


 


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“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
Company or Parent, as the case may be, of its Equity Interests, other than (x) public
offerings with respect to the Company’s or Parent’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 the Euroclear Clearance 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.


 


“Exchange Offer” means the exchange offer by the Company of Series B
Securities for Series A Securities to be effected pursuant to
Section 2(a) of the Registration Rights Agreement.


 


“Exchange Offer Registration Statement” means the registration
statement under the Securities Act contemplated by Section 2(a) of
the Registration Rights Agreement.


 


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


 


“Existing Subordinated Notes” means the Company’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 and any successor
agency thereto.


 


“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.


 


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


 


“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 205 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.


 


“Guarantee” means the guarantee by any Guarantor of the Company’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.


 


“Guaranteed Debt” of any Person means, without duplication, all
Indebtedness of any other Person referred to in the definition of Indebtedness
contained in this Section 101 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 (1) initially Parent, the subsidiaries of the Company
listed as guarantors in Annex A of this Indenture, each SBG Guarantor and any
other guarantor of the Indenture Obligations and (2) each of the Company’s
Subsidiaries and each Designated SBG Subsidiary which becomes a Guarantor of
the Securities pursuant to the provisions of this Indenture, 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.


 


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“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 Company’s publicly issued common stock or in
interest rates, foreign exchange rates or prices of commodities used in the
business of the Company 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
Person, (vi) all Indebtedness referred to in clauses (i) through (v)
above of other Persons and all dividends of other Persons, the payment of which
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 Company 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 


 


12

















 


referred
to in clause (vii) above at such date. 
The Indebtedness of the Company and the Restricted Subsidiaries shall
not include any Indebtedness of Unrestricted Subsidiaries so long as such
Indebtedness is non-recourse to the Company 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 (1) 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 (2) 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, including,
for all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and
govern this instrument and any such supplemental indenture, respectively.


 


“Indenture Obligations” means the obligations of the Company 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 Parent or the Company other
than a director (i) who (apart from being a director of Parent, the
Company or any Subsidiary) is an employee, insider, associate or Affiliate of
Parent, 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.


 


“Initial Debt Transactions” means (1) the issuance of the Securities by
the Company and the Guarantees by the Guarantors, (2) the completion by the
Company of the tender offers for the Convertible Debentures and the Existing
Subordinated Notes and (3) the amendment of the Bank Credit Agreement, in each case
as described in the Offering Memorandum.


 


13

















 


“Initial Purchasers” shall mean J.P. Morgan Securities LLC, Wells Fargo
Securities, LLC, Citadel Securities LLC, BNP Paribas Securities Corp. and UBS
Securities LLC as initial purchasers of the Securities.


 


“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.


 


“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.


 


“Investment Grade Rating” means a rating equal to or higher than Baa3
by Moody’s (or the equivalent rating by a nationally recognized statistical
rating agency or agencies, as the case may be, selected by the Company (as
certified by a resolution of the Board of Directors of Parent or the Company)
which shall be substituted for Moody’s) or BBB- by S&P (or the equivalent
rating by a nationally recognized statistical rating agency or agencies, as the
case may be, selected by the Company (as certified by a resolution of the Board
of Directors of Parent or the Company) which shall be substituted for S&P).


 


“Investment Grade Rating Event” means the first day on which the
Securities are assigned an Investment Grade Rating by both Rating Agencies and
no Default or Event of Default has occurred and is continuing.


 


“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 


 


14

















 


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 4, 2010.


 


“License Subsidiary” means (a) with respect to each Station that
is an Owned Station on the Issue Date, the Subsidiary of the Company listed as
the holder of the Broadcast Licenses for such Owned Station and (b) with
respect to any Owned Station hereafter acquired by the Company or any of its
Subsidiaries, the Subsidiary of the Company formed, created, or acquired after
the Issue Date 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, outsourcing
agreement, joint sale 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” means, when used with respect to any Security, 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.


 


“Moody’s” means Moody’s Investors Service, Inc. and any successor to
the rating agency business thereto.


 


15

















 


“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 Parent 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 Company 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
Company 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 Company 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 Company 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 Company or any Restricted Subsidiary), net of attorney’s
fees, accountant’s fees and brokerage, consultation, underwriting and other
fees and expenses actually incurred in connection with such issuance or sale
and net of taxes paid or payable as a result thereof.


 


“Offering Memorandum” means the final offering memorandum related to
the issuance of the Securities, dated September 21, 2010.


 


“Officer” means, with respect to any Person, the Chairman of the Board,
Vice Chairman, the President, a Vice President (regardless of vice presidential
designation), 


 


16

















 


the
Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary.


 


“Officers’ Certificate” means a certificate signed by two Officers, one
of whom must be the Chairman of the Board, Vice Chairman, the President, the
Chief Financial Officer or the Treasurer, of the Company or any Guarantor, as
the case may be, and delivered to the Trustee.


 


“Operating Cash Flow” means, for any period, the Consolidated Net
Income (Loss) of the Company 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 Company
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 or consultant of or counsel to Parent, the Company,
any Guarantor or the Trustee.


 


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


 


“Outsourcing Agreement” means (a) any agreement to which the Company or
any of its Subsidiaries is a party which provides for the Company 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 referred to in clause
(a) above that provides for the Company or any of its Subsidiaries to acquire
or sell the license or non-license assets of the related television station.


 


17

















 


“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 Company or any Affiliate thereof) in trust or set aside and segregated in
trust by the Company or such Affiliate (if the Company 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 Company 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 Company; 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 Company, any Guarantor, or any other obligor upon the Securities or any
Affiliate of the Company, 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 Company, any
Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, any Guarantor or such other obligor.


 


 “Owned Stations” means (a) each
television or radio station identified as such in Schedule II to this Indenture
and (b) any television or radio station the Broadcast Licenses of which are
owned or held by the Company or any of its Subsidiaries on or after the Issue
Date.


 


18

















 


“Parent” means Sinclair Broadcast Group, Inc., a corporation
incorporated under the laws of the State of Maryland, and any successor thereto
permitted by the applicable provisions of this Indenture, and thereafter “Parent”
shall mean such successor Person.


 


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


 


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


 


“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
clause (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 Parent or the
Company.  With respect to the Company,
Parent 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 Company or a Restricted
Subsidiary described in Section 1008(b)(v) and 1008(b)(vi);
(iii) Temporary Cash Investments; (iv) Investments acquired by the
Company 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 Company 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 Company in accordance with this Indenture; (x) Investments by the
Company or any Restricted Subsidiary in a Person, if as a result of such
Investment (I) such Person becomes a Restricted Subsidiary or
(II) such Person is merged, consolidated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Company
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
Parent (other than Restricted Subsidiaries) to allow for the payment of 


 


19

















 


general
and administrative overhead of subsidiaries of Parent so long as the aggregate
payments pursuant to this clause (xii) shall not in any fiscal year exceed an
amount equal to $5,000,000 minus any payments made pursuant to Section
1009(b)(xi)(d); (xiii) any Investments in any subsidiary of Parent (other than
Restricted Subsidiaries) that allow for the payment of unfunded commitments set
forth in Schedule III to this Indenture, 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 Section 1009(b)(xi)(f);
(xiv) (a) Investments in Local Marketing Agreement purchase options (other than
Local Marketing Agreement purchase options with Cunningham or a wholly-owned subsidiary
of Cunningham) in an amount of up to $10,000,000  in the aggregate plus customary closing fees
and expenses and (b) Investments in Local Marketing Agreement purchase options
with Cunningham or a wholly-owned subsidiary of Cunningham; (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 Parent, the Company and any of their respective subsidiaries
and the owners of such television station; and (xvi) any Investments in the
Existing Convertible Notes.


 


“Permitted Subsidiary 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.


 


“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.


 


20
















 


“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.


 


“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 Company 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 Company or any of its Subsidiaries (other than License
Subsidiaries) shall obtain the right to program and sell advertising on a
substantial portion of such Contract Station’s inventory of broadcast time.


 


“Prospectus” means the prospectus included in a Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement, including any such prospectus
supplement with respect to the terms of the offering of any portion of the
Initial Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.


 


“Purchase Options Deposits” means any payments made by the Company 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 Parent 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.


 


“Rating Agency” means each of S&P and Moody’s, or if S&P or
Moody’s or both shall not make a rating on the Securities publicly available, a
nationally recognized statistical rating agency or agencies, as the case may
be, selected by the Company (as certified by a resolution of the Board of
Directors of Parent or the Company) which shall be substituted for S&P and
Moody’s, or both, as the case may be.


 


“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.


 


21

















 


“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.


 


“Registration Rights Agreement” means the Registration Rights
Agreement, dated as of October 4, 2010, among the Company, the Guarantors
and the Initial Purchasers.


 


“Registration Statement” means any registration statement of the
Company which covers any of the Initial Securities pursuant to the provisions
of the Registration Rights Agreement, and all amendments and supplements to any
such Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


 


“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.


 


“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.


 


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


 


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


 


22

















 


“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 Company 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 Services, a division
of the McGraw-Hill Companies, Inc., and any successor to the rating agency
business thereto.


 


“Sale and Leaseback Transaction” means any transaction or series of
related transactions pursuant to which the Company 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.


 


“SBG Guarantor” means each Designated SBG Subsidiary and each other
subsidiary of Parent that becomes a Guarantor after the Issue Date pursuant to
the terms of this Indenture, in each case, so long as such subsidiary remains an
SBG Guarantor under this Indenture.


 


“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 of the Company and the Restricted Subsidiaries
as of such date on a Consolidated basis to (b) Operating Cash Flow of the
Company 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 (1) 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; (2) the incurrence, repayment
or retirement of any other Indebtedness by the Company 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); (3) in the case of Acquired Indebtedness, the
related acquisition as if such acquisition had occurred at the beginning of
such four-quarter period; and (4) any acquisition or disposition by the
Company 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


 


23

















 


period,
assuming such acquisition or disposition had been consummated on the first day
of such four-quarter period).


 


“Securities” has the meaning specified in the Recitals.


 


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


 


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


 


“Separation Transaction” means the sale or separation of the
non-television business of Parent and its subsidiaries in whole or in part,
whether by asset sale or otherwise.


 


“Series A Securities” has the meaning specified in the Recitals.


 


“Series B Securities” has the meaning specified in the Recitals.


 


“Shelf
Registration Statement” means a “shelf” registration statement of the Company
pursuant to Section 2(b) of the Registration Rights Agreement, which
covers all or a portion of the Registrable Securities (as defined in the
Registration Rights Agreement) on an appropriate form under Rule 415 under
the Securities Act, or any similar rule that may be adopted by the Commission,
and all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.


 


“Significant Subsidiary” means, at any date of determination: (1) each
Guarantor or Restricted Subsidiary that, together with its Subsidiaries that
constitute Restricted Subsidiaries, (A) for the most recent fiscal year of
Parent accounted for more than 10% of the consolidated revenues of Parent and
the Restricted Subsidiaries or (B) as of the end of such fiscal year,
owned more than 10% of the consolidated assets of Parent and the Restricted
Subsidiaries, all as set forth on the consolidated financial statements of Parent
and the Restricted Subsidiaries for such year in conformity with GAAP; and (2) any
Restricted Subsidiary which, when aggregated with all other Restricted
Subsidiaries that are not otherwise Significant Subsidiaries and as to which
any event described Section 501 (g) or (h) has occurred, would
constitute a Significant Subsidiary under clause (1) 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


 


24

















 


date
on which the principal of such Indebtedness or such installment of interest is
due and payable.


 


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


 


“Subordinated Indebtedness” means Indebtedness of the Company 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
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries; provided that each Designated SBG Subsidiary shall
be deemed to be a Subsidiary of the Company for all purposes of the Securities
and this Indenture (unless the context requires otherwise).


 


“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 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 Company) 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 having capital
and surplus in excess of $500,000,000.


 


“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 


 


25

















 


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 October 15, 2014; provided, however, that if the period from the
Redemption Date to October 15, 2014 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 October 15, 2014 is less than one year, the
weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall 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 Subsidiary” means (i) any Subsidiary of the Company
that at the time of determination shall be an Unrestricted Subsidiary (as
designated by the Board of Directors of the Company, as provided below) and
(ii) any Subsidiary of an Unrestricted Subsidiary.  The Board of Directors of Parent or the
Company may designate any Subsidiary of the Company (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:  (a) such Subsidiary is not liable,
directly or indirectly, with respect to any Indebtedness other than
Unrestricted Subsidiary Indebtedness and (b) 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 Parent or the Company 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 Parent or the Company may designate any Unrestricted Subsidiary as
a Restricted Subsidiary; provided that immediately after giving effect
to such designation, the Company 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 neither
the Company nor any Restricted Subsidiary is directly or indirectly liable (by
virtue of the Company 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 Company or any 


 


26

















 


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
Company 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 Company or any Restricted Subsidiary to
declare, a default on such Indebtedness of the Company 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 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 Company or another Wholly Owned
Restricted Subsidiary.  The Wholly Owned
Restricted Subsidiaries of the Company currently consist of all of the Company’s
Restricted Subsidiaries.


 


Section 102.  Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  	
   

  
	
  “Act”

  	
   

  	
  105

  	
   

  
	
  “Additional Interest”

  	
   

  	
  202

  	
   

  
	
  “Agent Members”

  	
   

  	
  305

  	
   

  
	
  “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

  	
   

  
	
  “incur”

  	
   

  	
  1008

  	
   

  
	
  “Offer”

  	
   

  	
  1012

  	
   

  
	
  “Offer Date”

  	
   

  	
  1012

  	
   

  



 


27

















 


	
  “Offered Price”

  	
   

  	
  1012

  	
   

  
	
  “Pari Passu Debt Amount”

  	
   

  	
  1012

  	
   

  
	
  “Pari Passu Offer”

  	
   

  	
  1012

  	
   

  
	
  “Permitted Indebtedness”

  	
   

  	
  1008

  	
   

  
	
  “Permitted Payments”

  	
   

  	
  1009

  	
   

  
	
  “Physical Securities”

  	
   

  	
  305

  	
   

  
	
  “refinancing”

  	
   

  	
  1008

  	
   

  
	
  “Required Filing Dates”

  	
   

  	
  1019

  	
   

  
	
  “Restricted Payments”

  	
   

  	
  1009

  	
   

  
	
  “Restricted Period”

  	
   

  	
  201

  	
   

  
	
  “Security Amount”

  	
   

  	
  1012

  	
   

  
	
  “Surviving Entity”

  	
   

  	
  801

  	
   

  
	
  “U.S. Government Obligations”

  	
   

  	
  404

  	
   

  



 


Section 103.  Compliance Certificates and Opinions.


 


Upon
any application or request by the Company to the Trustee to take any action
under any provision of this Indenture (except in connection with the issuance
of the Initial Securities on the Issue Date), the Company, any Guarantor and
any other obligor on the Securities shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent, if any, provided for in this
Indenture (including any covenants compliance with which constitutes a
condition precedent) relating to the proposed action have been complied with
and 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


 


28

















 


(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 Company, 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
Company, any Guarantor or other obligor of the Securities stating that the
information with respect to such factual matters is in the possession of the
Company, 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 Company 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 Company. 
Such instrument or instruments (and the action embodied


 


29

















 


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 105. 
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 Company or any Guarantor in reliance
thereon, whether or not notation of such action is made upon such Security.


 


(d)           If the Company shall
solicit from the Holders any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company 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 Company shall have no obligation
to do so.  Notwithstanding Trust
Indenture Act Section 316(c), 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.


 


In
the absence of any such record date fixed by the Company, regardless as to
whether a solicitation of the Holders is occurring on behalf of the Company 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


 


30
















 


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 Company
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 Company 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 Company, any Guarantor or any other obligor of the
Securities by the Trustee; or


 


(b)           the Company 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 Company 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 Company;


 


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.


 


31

















 


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.  Conflict with Trust Indenture Act.


 


If
any provision hereof limits, qualifies or conflicts with any provision of the
Trust Indenture Act or another provision which is required or deemed to be
included in this Indenture by any of the provisions of the Trust Indenture Act,
the provision or requirement of the Trust Indenture Act shall control.  If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.


 


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


 


32

















 


Section 113.  Governing Law.


 


THIS
INDENTURE AND THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).


 


Section 114.  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 115.  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.


 


Section 116.  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.  Delivery of an executed
counterpart of a signature page to this Indenture by facsimile, .pdf
transmission, email or other electronic means shall be effective as delivery of
a manually executed counterpart of this Indenture.


 


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 Two, 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 


 


33

















 


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.


 


The
definitive Securities shall be printed, lithographed or engraved or produced by
any combination of these methods or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities may
be listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.


 


Series
A 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 Company 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.


 


Series
A 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 Company
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.


 


Series
A Securities resold to Institutional Accredited Investors in the United States
shall be issued initially in the form of one or more Institutional Accredited
Investor 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


 


34

















 


direct or indirect
participant of the Depositary, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. 
The aggregate principal amount of the Institutional Accredited Investor
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.


 


Series
B Securities exchanged for Series A Securities shall be issued initially in the
form of one or more Series B 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 to an account of a direct or indirect participant of the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.  The aggregate
principal amount of the Series B 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.


 


The
terms and provisions contained in the form of Securities set forth in Sections
202 through 205 shall constitute, and are expressly made, a part of this
Indenture and, to the extent applicable, the Company, 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 Series A Security authenticated and delivered hereunder shall be
substantially as follows:


 


Unless
and until (i) a Series A Security is sold under an effective Registration
Statement or (ii) a Series A Security is exchanged for a Series B Security in
connection with an effective Registration Statement, in each case pursuant to
the Registration Rights Agreement, then each Series A Security shall bear the
legend set forth below (the “Restricted Securities Legend”) on the face
thereof:


 


SINCLAIR TELEVISION GROUP, INC.


 






 


8.375% SENIOR NOTE DUE 2018, SERIES A


 


[If the Security is a Restricted 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


 


35

















 


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 (IN THE CASE
OF NOTES SOLD PURSUANT TO RULE 144A) OR 40 DAYS (IN THE CASE OF NOTES SOLD
PURSUANT TO REGULATION S) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE
COMPANY, (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, TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT 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 RULE 501(A)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN 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 COMPANY’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (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 HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 




	
  No.

  	
   

  	
  $

  






 


SINCLAIR TELEVISION GROUP, INC., a Maryland corporation (herein called
the “Company,” 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 October 15, 2018, at the office or
agency of the Company referred to below, and to pay interest thereon from
October 4, 2010, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on April 15 and
October 15 in each year, commencing April 15, 2011 at the rate of 8.375% per
annum, plus Additional Interest, if any, in United States dollars, until the
principal hereof is paid or duly provided for.


 


36

















 


The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date shall, as provided in such Indenture, be paid to the
Person in whose name this Series A 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 1 or October 1 (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 Series A 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 Series A 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 Series A 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 Series A Securities may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.


 


The Holder of this Series A Security is entitled to the benefits of the
Registration Rights Agreement, dated as of October 4, 2010, among the Company,
the Guarantors and the Initial Purchasers, pursuant to which, subject to the
terms and conditions thereof, the Company is obligated, among other things, to
consummate the Exchange Offer pursuant to which the Holder of this Series A
Security shall have the right to exchange this Series A Security for 8.375%
Senior Notes due 2018, Series B (herein called the “Series B Securities”) in
like principal amount as provided therein. 
The Series A Securities and the Series B Securities are together
referred to as the “Securities.”  The
Series A Securities rank pari  passu in right of payment with the
Series B Securities.


 


If a default under Section 2(d) of the Registration Rights Agreement
occurs, additional interest (“Additional Interest”) shall accrue on this Series
A Security at a rate of 0.25% per annum (increasing by an additional 0.25% per
annum after each consecutive 90-day period that occurs after the date on which
such default occurs up to a maximum additional interest rate of 1.00% per
annum) from and including the date on which any such default shall occur to but
excluding the date on which all such defaults have been cured.  Any Additional Interest due pursuant to the
preceding sentence will be payable in cash on the Interest Payment Date related
to the Series A Securities.  The Additional
Interest shall be determined by multiplying the applicable Additional Interest
rate by the principal amount of the Series A Securities, multiplied by a
fraction the numerator of which is the number of days such Additional Interest
rate was applicable during such period, and the denominator of which is 360.


 


Payment of the principal of, premium, if any, and interest on this
Series A Security shall be made at the office or agency of the Company
maintained for that


 


37

















 


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
Company by check mailed to the address of the Person entitled thereto as such
address shall appear on the Security Register. 
If any of the Series A 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 Series A
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 Series A 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 Series A Security or in the Indenture to accrued
and unpaid interest shall be deemed to include, to the extent applicable, a
reference to Additional 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 Series A
Security shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company 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

  	
   

  	
   

  






 


38

















 


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


 


SINCLAIR TELEVISION GROUP, INC.


 






 


8.375% SENIOR NOTE DUE 2018, SERIES B


 




	
  No.

  	
   

  	
  $

  






 


SINCLAIR
TELEVISION GROUP, INC., a Maryland corporation (herein called the
“Company,” 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 October 15, 2018, at the
office or agency of the Company referred to below, and to pay interest thereon
from October 4, 2010, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semiannually on April 15
and October 15 in each year, commencing April 15, 2011, at the rate
of 8.375% per annum, plus Additional Interest, if any, in United States
dollars, until the principal hereof is paid or duly provided for; provided that
to the extent interest has not been paid or duly provided for with respect to
the Series A Security exchanged for this Series B Security, interest
on this Series B Security shall accrue from the most recent Interest
Payment Date to which interest on the Series A Security which was
exchanged for this Series B Security has been paid or duly provided for.


 


The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date shall, as provided in such Indenture, be paid to the Person in
whose name this Series B 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 1 or October 1 (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 Series B 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 Series B
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 Series B
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 Series B Securities
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.


 


39

















 


This
Series B Security was issued pursuant to the Exchange Offer pursuant to
which the 8.375% Senior Notes due 2018, Series A (herein called the
“Series A Securities”) in like principal amount were exchanged for the
Series B Securities.  The Series B
Securities rank pari  passu in right of payment with the Series A
Securities.


 


In
addition, pursuant to the Registration Rights Agreement, for any period in
which the Series A Security exchanged for this Series B Security was
outstanding, if a default under Section 2(d) of the Registration
Rights Agreement occurs, additional interest shall accrue on the Series A
Security at a rate of 0.25% per annum (increasing by an additional 0.25% per
annum after each consecutive 90-day period that occurs after the date on which
such default occurs up to a maximum additional interest rate of 1.00% per
annum) from and including the date on which any such default shall occur to but
excluding the date on which all such defaults have been cured.  Any Additional Interest due pursuant to the
preceding sentence shall be payable in cash on the Interest Payment Date
related to the Series A Securities. 
The Additional Interest shall be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Series A
Securities, multiplied by a fraction the numerator of which is the number of
days such Additional Interest rate was applicable during such period, and the
denominator of which is 360.


 


Payment
of the principal of, premium, if any, and interest on this Series B Security
shall be made at the office or agency of the Company 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
Company by check mailed to the address of the Person entitled thereto as such
address shall appear on the Security Register. 
If any of the Series B 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 Series B 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
Series B 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 Series B Security or in the Indenture to accrued and
unpaid interest shall be deemed to include, to the extent applicable, a
reference to Additional Interest.


 


40
















 


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 Series B Security
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.


 


IN
WITNESS WHEREOF, the Company 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 Series A Securities shall be substantially as follows:


 


SINCLAIR TELEVISION GROUP, INC.


 






 


8.375% SENIOR NOTE DUE 2018, SERIES A


 


This
Security is one of a duly authorized issue of Securities of the Company
designated as its 8.375% Senior Notes due 2018, Series A (herein called
the “Securities”), initially limited (except as otherwise provided in the
Indenture referred to below) in aggregate principal amount to $250,000,000,
which may be issued under an indenture (herein called the “Indenture”), dated
as of October 4, 2010, among the Company, 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 Company, 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
Company may, from time to time, without notice to or the consent of the Holders
of the Securities, create and issue further Securities (“Additional Securities”)



 


41

















 


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 shall 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
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 October 15,
2014, at the option of the Company, 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 October 15 of the years indicated below:


 


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2014

  	
   

  	
  104.188

  	
  %

  
	
  2015

  	
   

  	
  102.094

  	
  %

  
	
  2016

  	
   

  	
  100.000

  	
  %

  



 


and thereafter at 100% of
the principal amount, 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).  If less than all of the
Securities are to be redeemed, the Trustee shall select the Securities or
portions thereof to be redeemed pro rata, by lot or by any other method the Trustee
shall deem fair and reasonable.


 


In
addition, at any time on or prior to October 15, 2013, the Company may
redeem up to 35% of the principal amount of Securities issued under the
Indenture with the net proceeds of an Equity Offering of the Company or Parent
at 108.375% 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 (1) at least 65% of the principal amount of
Securities issued under the Indenture remains outstanding after each such
redemption and (2) the redemption occurs within 90 days after the closing
of such Equity Offering.  The Trustee
shall select the Securities or portions thereof to be redeemed pro rata, by lot
or by any other method the Trustee shall deem fair and reasonable.


 


42

















 


Upon
the occurrence of a Change of Control, each Holder may require the Company to
repurchase all or a portion of such Holder’s Securities in whole or in part in
amounts of $2,000 and integral multiples of $1,000 thereof, at a 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.


 


Under
certain circumstances, in the event the Net Cash Proceeds received by the
Company or a Restricted Subsidiary from any Asset Sale, which proceeds are not
used to permanently repay secured Indebtedness that is secured by a Permitted
Lien, invested in properties or assets that (as determined by the Board of
Directors of Parent or the Company) replace the properties or assets that were
the subject of the Asset Sale, or invested in properties or assets that will be
used in the businesses of the Company or the Restricted Subsidiaries existing
on the Issue Date or reasonably related thereto, exceed $10,000,000 the Company
shall be required to apply such proceeds to the repayment of the Securities and,
at the option of the Company, certain Indebtedness ranking pari  passu
to the Securities.


 


In
the case of any redemption of Securities, interest installments whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities of record as of the close of business on the relevant record
date referred to on the face hereof. 
Securities (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the date of redemption.


 


In
the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.


 


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 Company, upon surrender of this
Security for registration of transfer at the office or agency of the Company
maintained for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company 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, shall be issued to
the designated transferee or transferees.


 


43

















 


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 shall 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 Company 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 and such Event of Default or event
continues for a period of 90 days.  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.


 


Upon
the written request of a Holder of a Security, the Company shall 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 Company
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
Company and the Guarantors and the rights of the Holders under the Indenture
and the Guarantees at any time by the Company, 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 Company 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.


 


No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, 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.


 


44

















 


The
Securities are issuable only in fully registered form without coupons in
denominations of $2,000 and any integral multiple 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 Company 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 Company, the Trustee and any agent of the Company 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 Company, the Trustee nor any agent shall be affected by notice to the
contrary.


 


THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF).


 


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.


 


OPTION OF HOLDER TO ELECT
PURCHASE


 


If
you wish to have this Security purchased by the Company pursuant to
Section 1012 or Section 1015, as applicable, of the Indenture, check
the Box: 
[      ].


 


If
you wish to have a portion of this Security purchased by the Company 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)


 


45

















 


	
  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]


 


(b)                                 The form of the
reverse of the Series B Securities shall be substantially as follows:


 


SINCLAIR TELEVISION GROUP, INC.


 






 


8.375% SENIOR NOTE DUE 2018, SERIES B


 


This
Security is one of a duly authorized issue of Securities of the Company
designated as its 8.375% Senior Notes due 2018, Series B (herein called
the “Securities”), initially limited (except as otherwise provided in the
Indenture referred to below) in aggregate principal amount to $250,000,000,
which may be issued under an indenture (herein called the “Indenture”), dated
as of October 4, 2010, among the Company, 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 Company, 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
Company 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
shall 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
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 October 15,
2014, at the option of the Company, 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 


 


46

















 


$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 October 15 of
the years indicated below:


 


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2014

  	
   

  	
  104.188

  	
  %

  
	
  2015

  	
   

  	
  102.094

  	
  %

  
	
  2016

  	
   

  	
  100.000

  	
  %

  



 


and thereafter at 100% of
the principal amount, 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).  If less than all of the
Securities are to be redeemed, the Trustee shall select the Securities or
portions thereof to be redeemed pro rata, by lot or by any other method the
Trustee shall deem fair and reasonable.


 


In
addition, at any time on or prior to October 15, 2013, the Company may
redeem up to 35% of the principal amount of Securities issued under the
Indenture with the net proceeds of an Equity Offering of the Company or Parent
at 108.375% 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 (1) at least 65% of the principal amount of
Securities issued under the Indenture remains outstanding after each such
redemption and (2) the redemption occurs within 90 days after the closing
of such Equity Offering.  The Trustee
shall select the Securities or portions thereof to be redeemed pro rata, by lot
or by any other method the Trustee shall deem fair and reasonable.


 


Upon
the occurrence of a Change of Control, each Holder may require the Company to
repurchase all or a portion of such Holder’s Securities in whole or in part in
amounts of $2,000 and integral multiples of $1,000 thereof, at a 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.


 


Under
certain circumstances, in the event the Net Cash Proceeds received by the
Company or a Restricted Subsidiary from any Asset Sale, which proceeds are not
used to permanently repay secured Indebtedness that is secured by a Permitted
Lien, invested in properties or assets that (as determined by the Board of
Directors of Parent or the Company) replace the properties or assets that were
the subject of the Asset Sale, or invested in properties or assets that will be
used in the businesses of the Company or the Restricted Subsidiaries existing
on the Issue Date or reasonably related thereto, exceed 


 


47

















 


$10,000,000 the Company
shall be required to apply such proceeds to the repayment of the Securities
and, at the option of the Company, certain Indebtedness ranking pari  passu
to the Securities.


 


In
the case of any redemption of Securities, interest installments whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities of record as of the close of business on the relevant record
date referred to on the face hereof. 
Securities (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the date of redemption.


 


In
the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.


 


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 Company, upon surrender of this
Security for registration of transfer at the office or agency of the Company
maintained for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company 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, shall 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 shall 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
Company 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 and such Event of Default or event continues for a
period of 90 days.  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).


 


The
Indenture permits, with certain exceptions (including certain amendments
permitted without the consent of any Holders) as therein provided, the
amendment thereof 


 


48

















 


and the modification of the
rights and obligations of the Company and the Guarantors and the rights of the
Holders under the Indenture and the Guarantees at any time by the Company, 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 Company 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.


 


No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, 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 fully registered form without coupons in
denominations of $2,000 and any integral multiple 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 Company 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 Company, the Trustee and any agent of the Company 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 Company, the Trustee nor any agent shall be affected by notice to the
contrary.


 


THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF).


 


49

















 


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.


 


OPTION OF HOLDER TO ELECT
PURCHASE


 


If
you wish to have this Security purchased by the Company pursuant to
Section 1012 or Section 1015, as applicable, of the Indenture, check
the Box: 
[      ].


 


If
you wish to have a portion of this Security purchased by the Company 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.  Additional
Provisions Required in Global Security.


 


Any
Global Security issued hereunder shall, in addition to the provisions contained
in Sections 202 and 203, bear a legend in substantially the following form:


 


THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO


 


50
















 


THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.


 


If The
Depository Trust Company is acting as the Depositary, insert — UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH 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.


 


Section 205.  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 206.  Form of Guarantee of Each of the
Guarantors.


 


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


 


GUARANTEES


 


For
value received, each of the undersigned hereby fully, unconditionally and
irrevocably guarantees, as primary obligor and not merely as a surety, jointly
and severally, to the 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 Company under the 


 


51

















 


Indenture or the Securities
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.

  
	
   

  	
  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.

  
	
   

  	
  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.

  



 


52

















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  WSMH LICENSEE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WSMH, Inc., Member

  
	
   

  	
   

  
	
   

  	
  WPGH LICENSEE, LLC

  
	
   

  	
  KDNL LICENSEE, LLC

  
	
   

  	
  WCWB LICENSEE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Media I, Inc., Member

  



 


53






 












 


	
   

  	
   

  	
  WTVZ LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  WTVZ, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KLGT LICENSEE, LLC

  
	
   

  	
   

  	
  SINCLAIR FINANCE, 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WDKY LICENSEE, LLC

  
	
   

  	
   

  	
  KOKH, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  WDKY, Inc., Member

  



 


54

















 


	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  



 


55

















 


	
   

  	
   

  	
  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:

  	
   

  
	
   

  	
   

  	
  David B. Amy, in his capacity as Executive Vice President, Secretary or
  Manager, as the case may be

  
					



 


56
















 


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 shall be authenticated
and delivered under this Indenture is $250,000,000 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 Section 303, 304, 305, 306, 307, 308, 906,
1012, 1015 or 1108.  In addition, the
Company may, from time to time, without notice to or the consent of the Holders
of Securities, create and issue Additional Securities under this Indenture
ranking equally with the Initial Securities in all respects, subject to the
limitations described in Section 1008 hereof.  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 Company 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 “8.375% Senior Notes due 2018,”
in the case of either Series A or Series B, of the Company.  Additional Securities shall be known and
designated as the “8.375% Senior Notes due 2018” of the Company.


 


With
respect to any Additional Securities, the Company 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.


 


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 


 


57

















 


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


 


The
Stated Maturity of the Securities shall be October 15, 2018, and the
Securities shall each bear interest at the rate of 8.375% plus Additional
Interest, if any, from October 4, 2010 or from the most recent Interest
Payment Date to which interest has been paid, as the case may be, payable on April 15,
2011 and semiannually thereafter on April 15 and October 15, 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 Company maintained for such purpose; provided,
however, that at the option of the Company, 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.


 


The
Securities shall be redeemable as provided in Article Eleven.


 


The
obligations of the Company pursuant to the Securities shall be guaranteed by
each and every Guarantor as provided in Article Thirteen of this
Indenture.


 


The
Securities shall be redeemable, at the option of the Holder, upon a Change of
Control as provided in Section 1015 of this Indenture.


 


At
the election of the Company, the entire Indebtedness on the Securities or
certain of the Company’s obligations and covenants and certain Events of
Default thereunder may be defeased as provided in Article Four.


 


Section 302.  Denominations.


 


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


 


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Section 303.  Execution, Authentication, Delivery and
Dating.


 


The
Securities shall be executed on behalf of the Company 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 Company shall bind the Company, 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 Company may deliver Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company 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.


 


In
case the Company 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 Company 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 Company 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 303 in exchange or substitution for or upon registration of
transfer of any Securities, such successor Person, at the option of the


 


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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 Company 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 Company
and its Affiliates.


 


Section 304.  Temporary Securities.


 


Pending
the preparation of definitive Securities, the Company may execute, and upon
Company 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 Company 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 Company 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.


 


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) and
(iii) bear legends as set forth in Sections 202(a) and 204; provided, however,
the Securities are eligible to be in the form of a Global Security.


 


Members
of, or participants in, the Depositary (“Agent Members”) 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 Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever.  


 


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Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company 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), beneficial owners shall obtain physical securities in the form set
forth in Sections 202, 203, 204 (if applicable) and 205 (“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 Company 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 certificated form 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 Company within 90
days, (ii) the Company, 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 Company shall execute, and the Trustee shall authenticate and deliver, one
or more Physical Securities of like tenor and amount.


 


(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 Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the


 


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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 305
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
Company 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 Company shall provide for the registration of Securities and of transfers
of Securities.  The Trustee or an agent
thereof or of the Company 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 Company designated pursuant to Section 1002, the Company 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.


 


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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 Company 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; provided that no exchange of
Series A Securities for Series B Securities shall occur until an
Exchange Offer Registration Statement shall have been declared effective by the
Commission and that the Series A Securities exchanged for the Series B
Securities shall be cancelled.


 


All
Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company, 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 Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company 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 Company 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 Section 303, 304, 305, 306, 307, 308, 906, 1012, 1015 or 1108
not involving any transfer.


 


The
Company 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.


 


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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
Company 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 Legend.  The Company 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 306, Section 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.


 


Unless
and until (i) a Security is sold under an effective Registration
Statement, or (ii) a Security is exchanged for a Series B Security in
connection with the Exchange Offer, in each case pursuant to the Registration
Rights Agreement, 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


 


64

















 


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 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


 


65

















 


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 Company 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; provided that this paragraph (v) 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:


 


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(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
received pursuant to the Exchange Offer, and all other 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 Company’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 Company, 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


 


67

















 


transfer of such Security
set forth in this Indenture and in the Restricted Securities Legend and agrees that
it shall 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 Company shall have
the 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
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company, 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 Company, any Guarantor or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company 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 Company in its discretion may, instead of
issuing a replacement Security, pay such Security.


 


Upon
the issuance of any replacement Securities under this Section 308, the Company
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 308 in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company 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 308 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.


 


68

















 


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.


 


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
Company, at its election in each case, as provided in subsection (a) or (b)
below:


 


(a)                                  The Company 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 Company 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 Company 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 Company in writing of such Special
Record Date.  In the name and at the
expense of the Company, 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).


 


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(b)                                 The Company 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 Company 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 309, 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.


 


Section 310.  Persons Deemed Owners.


 


The
Company, any Guarantor, the Trustee and any agent of the Company, 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 Company, any Guarantor, the Trustee nor any agent of the Company,
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 Company, any Guarantor, the Trustee and any agent of the
Company, any Guarantor or the Trustee as the owner of such Global Security for
all purposes whatsoever.  Notwithstanding
the foregoing, nothing herein shall prevent the Company, any Guarantor, the
Trustee or any agent of the Company, 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 311.  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 Company and any Guarantor may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company 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 311,
except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee
shall be destroyed and certification of their


 


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destruction delivered to the
Company unless by a Company Order the Company shall direct that the cancelled
Securities be returned to it.  The
Trustee shall provide the Company a list of all Securities that have been
cancelled from time to time as requested by the Company.  The Company may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation.


 


Section 312.  Computation of Interest.


 


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


 


Section 313.  CUSIP and ISIN Numbers.


 


The
Company in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” 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 omission of such numbers.


 


ARTICLE FOUR


 


DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


The
Company 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 Company’s exercise under Section 401 of the option applicable to this
Section 402, the Company, each of the Guarantors and any other obligor upon the
Securities, if any, shall be deemed to have been discharged from its
obligations with respect to the Defeased Securities under this Indenture on the
date the conditions set forth below are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that
the Company, each of the Guarantors, if any, and any other obligor under this
Indenture shall be deemed to have paid and discharged the entire Indebtedness


 


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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 and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, 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 Company’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 Company 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 Company’s exercise under Section 401 of the option applicable to this
Section 403, the Company 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 all other purposes
hereunder.  For this purpose, such
covenant defeasance means that, with respect to the Defeased Securities, the
Company 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 Section 501(c) or (d), 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:


 


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(1)                                                    The Company
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, or (b) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms shall 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 Company 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 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 Company shall have delivered to the Trustee
an Opinion of Independent Counsel in the United States stating that
(A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the Issue Date, there has
been a change in the


 


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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 Company 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(g) and (h) 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 Company 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 Company or any Guarantor is a party or by which it is
bound.


 


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


 


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


 


(9)                                                    No event or
condition shall exist that would prevent the Company from making payments of
the principal of, premium, if any, and interest on the Securities


 


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on the date of such deposit
or at any time ending on the 91st day after the date of such deposit.


 


(10)                                              The Company
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 404 may have qualifications customary for opinions
of the type required and counsel delivering such opinions may rely on
certificates of the Company 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 Company 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
Company 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 Company from time to time upon Company Request any United States
dollars or U.S. Government Obligations held by it as provided in Section 404
which, in the opinion of a 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.


 


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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 Company’s and each Guarantor’s obligations under this Indenture and
the Securities and the provisions of Article 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 Company 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 Company
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” means, wherever used herein, 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 (including any
Additional Interest) 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 Company or any Guarantor under the Securities, the Guarantees or this
Indenture (other than a default in the performance or breach of a covenant or
agreement which is specifically dealt with in clause (a) or (b) or in clause
(ii),


 


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(iii) or
(iv) of this clause (c)) and such default or breach shall continue for a
period of 30 days after written notice has been given, by certified mail,
(1) to the Company by the Trustee or (z) to the Company 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 Company shall
have failed to make or consummate an Offer in accordance with the provisions of
Section 1012; or (iv) the Company 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 Company, any Guarantor or any Restricted Subsidiary then has
outstanding Indebtedness in excess of $25,000,000 in the aggregate and, if not
already matured at its final maturity in accordance with its terms, such
Indebtedness shall have been accelerated;


 


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


 


(f)                  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 Company, 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;


 


(g)                 there shall
have been the entry by a court of competent jurisdiction of (i) a decree
or order for relief in respect of the Company, Parent or any Significant
Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy
Law or (ii) a decree or order adjudging the Company, Parent or any
Significant Subsidiary bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company, Parent
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 Company, Parent 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


 


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(h)                 (i) the
Company, Parent 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, (ii) the Company, Parent or any
Significant Subsidiary consents to the entry of a decree or order for relief in
respect of the Company, Parent or any Significant Subsidiary in an involuntary
case or proceeding under any applicable Bankruptcy Law or to the commencement
of any bankruptcy or insolvency case or proceeding against it, (iii) the
Company, Parent or any Significant Subsidiary files a petition or answer or
consent seeking reorganization or relief under any applicable federal or state
law, (iv) the Company, Parent or any Significant Subsidiary
(1) 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 Company, Parent or any
Significant Subsidiary or of any substantial part of its respective properties,
(2) makes an assignment for the benefit of creditors or (3) admits in
writing its inability to pay its debts generally as they become due, or
(v) the Company, Parent or any Significant Subsidiary takes any corporate
action in furtherance of any such actions in this paragraph (h).


 


The Company shall deliver to the Trustee within five Business Days
after the occurrence thereof, written notice, in the form of an Officers’
Certificate, of any Default, its status and what action the Company 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 501,
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(g) and (h)), shall occur and be continuing, the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities may, and the Trustee at the request of the Holders of
not less than 25% in aggregate principal amount of the Outstanding Securities
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 Company (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
agent under the Bank Credit Agreement 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 the Securities by appropriate judicial
proceeding.  If an Event of Default
specified in clause (g) or (h) of Section 501 occurs and is
continuing, then all the Securities shall ipso  facto become and
be immediately due and payable, in an amount


 


78

















 


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, the Holders shall give notice to the agent under the Bank
Credit Agreement of any such acceleration.


 


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 the
Outstanding Securities, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:


 


(a)                                                    the Company 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
consequent thereon provided in Section 513.


 


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


 


The Company 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, or


 


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(b)           default is made in the payment of the principal of or
premium, if any, on any Security at the Stated Maturity thereof,


 


the
Company 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 Company 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 Company 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
Company 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 or the Guarantees 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 Company or any other obligor, including
each Guarantor, upon the Securities or the property of the Company 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 Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,


 


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(a)                 to file and
prove a claim for the whole amount of principal, and 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, and


 


(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
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 Five
or otherwise on behalf of the Holders or the Trustee pursuant to this Article Five
or through any proceeding or any arrangement or restructuring in anticipation
or in lieu of any proceeding contemplated by this Article Five 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


 


81

















 


presentation
of the Securities and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


 


FIRST:  To the payment of all
amounts due the Trustee under Section 606;


 


SECOND:  To the payment of the
amounts then due and unpaid upon the Securities for principal, premium, if any,
and interest, in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal, premium, if
any, and interest; and


 


THIRD:  The balance, if any, to
the Person or Persons entitled thereto, including the Company, provided that
all sums due and owing to the Holders and the Trustee have been paid in full as
required by this Indenture.


 


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


 


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this
Indenture, except in the manner provided in this Indenture or any Guarantee and
for the equal and ratable benefit of all the Holders.


 


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 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
Company, 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 Five 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.


 


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Section 512.  Control by Holders.


 


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 exercising any trust or power conferred on the Trustee, provided that


 


(a)                 such direction
shall not be in conflict with any rule of law or with this Indenture, the
Securities or any Guarantee or expose the Trustee to personal liability; and


 


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


 


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


 


(a)                 in the payment
of the principal of, premium, if any, or interest (including Additional
Interest) on any Security; or


 


(b)                 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; but the
provisions of this


 


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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).


 


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


 


Each
of the Company 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 Company 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 Company 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.


 


Subject to the provisions of Trust Indenture Act Sections
315(a) through 315(d):


 


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(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 Company mentioned herein shall be sufficiently evidenced by a
Company Request or Company 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 or the Guarantees at the request or
direction of any of the Holders pursuant to this Indenture, the Securities or
the Guarantees 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 Company, 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 or the Guarantees shall require the Trustee
to expend or risk its own funds or otherwise incur any financial


 


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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 Company, 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, except as otherwise provided herein;


 


(k)                                                    if a Default or
an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, the Securities
and the Guarantees 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
Company, 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
and that the statements made by it in any Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate
subject to the qualifications set forth therein.  The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.


 


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


 


The Trustee, any Paying Agent, Security Registrar or any other agent of
the Company, 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, subject to
Trust Indenture Act Sections 310 and 311, may otherwise deal with the Company
and receive, collect, hold and retain collections from the Company 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


 


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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 Company.  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
Company is liable for the full extent of any such loss.


 


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


 


The Company 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 Company and the Trustee, as such agreement may
be amended or supplemented, and the Company 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 Company 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 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 Company 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
Company under this Section 606 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
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.


 


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As security for the performance of the obligations of the Company 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 Company, 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.


 


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) 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 608, 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 608, the
Trustee shall resign immediately in the manner and with the effect hereinafter
specified in this Article Six.  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 Six 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 Company. 
Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee by written instrument executed by authority of the
Board of Directors of the Company, 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


 


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may,
on behalf of himself and all others similarly situated, 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 Company.


 


(d)                                                   If at any time:


 


(1)                                  the Trustee
shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after
written request therefor by the Company 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 Company 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 Company 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 Company, 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 Company 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
Company.  If no successor trustee shall
have been so appointed by the Company or the Holders of the Securities and


 


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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 Company
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 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 Company 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 Company 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 Company 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) and this Article Six
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 Company 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 Company fails to give such notice
within


 


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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 Company.


 


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) and
this Article Six 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.


 


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.


 


Section 612.  Preferential Collection of Claims Against
Company.


 


If and when the Trustee shall be or become a creditor of the Company
(or other obligor under the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).  A Trustee who has resigned or been removed
shall be subject to the Trust Indenture Act Section 311(a) to the
extent indicated therein.


 


Section 613.  Identifying Information.


 


To help the government fight the funding of terrorism and money
laundering activities, federal law requires all financial institutions to
obtain, verify and record information that identifies each person who opens an
account.  For a non-individual person such as a business entity, a
charity, a trust or other legal entity, the Trustee will


 


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ask
for documentation to verify its formation and existence as a legal
entity.  The Trustee may also ask to see financial statements,
licenses, and identification and authorization documents from individuals
claiming authority to represent the entity or other relevant documentation.


 


ARTICLE SEVEN



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


The Company 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 Company 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.


 


Section 702.  Disclosure of Names and Addresses of
Holders.


 


Holders may communicate pursuant to Trust Indenture Act Section 312(b) with
other Holders with respect to their rights under this Indenture or the
Securities, and the Trustee shall comply with Trust Indenture Act Section 312(b).  The Company, the Trustee, the Security
Registrar and any other Person shall have the protection of Trust Indenture Act
312(c).  Every Holder of Securities, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders in accordance with Trust Indenture Act Section 312,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Trust Indenture Act Section 312.


 


Section 703.  Reports by Trustee.


 


Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Securities, the Trustee shall transmit
by mail to all Holders, as


 


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their
names and addresses appear in the Security Register, as provided in Trust
Indenture Act Section 313(c), a brief report dated as of such May 15
in accordance with and to the extent required by Trust Indenture Act Section 313(a).


 


ARTICLE EIGHT



CONSOLIDATION, MERGER,

CONVEYANCE, TRANSFER OR LEASE


 


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


 


(a)                                                    The Company
shall not, in a single transaction or 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 Company 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:


 


(i)                                     either
(1) the Company shall be the continuing corporation, or (2) the
Person (if other than the Company) formed by such consolidation or into which
the Company 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 Company 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
Company under the Securities and this Indenture and the Registration Rights
Agreement, and this Indenture and the Registration Rights Agreement shall
remain in full force and effect;


 


(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
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


 


94
















 


consummation
of such transaction with the appropriate adjustments with respect to the
transaction being included in such pro forma calculation), the Company (or the
Surviving Entity if the Company is not the continuing obligor under this
Indenture) could incur $1.00 of additional Indebtedness under Section 1008
(other than Permitted Indebtedness);


 


(iv)          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;


 


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


 


(vi)          the Company 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, lease or other transaction and the
supplemental indenture in respect thereto comply with this Indenture and that
all conditions precedent herein provided for relating to such transaction have
been complied with.


 


(b)                 Each Guarantor
shall not, and the Company 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 Company 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 Company 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, the
Guarantees, this Indenture and the Registration Rights Agreement;


 


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(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.


 


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(b).


 


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 Company or any Guarantor in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company 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 Company or such Guarantor, as the case may be, under this Indenture, the
Securities and/or such Guarantee, as the case may be, with the same effect as
if such successor had been named as the Company 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 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, and the Registration Rights Agreement.


 


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ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


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


 


Without
the consent of any Holders, the Company 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, 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 Company, any Guarantor or any other obligor
upon the Securities, and the assumption by any such successor of the covenants
of the Company 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 Company, 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 Company, any Guarantor or any other obligor upon the
Securities, as applicable, herein, 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 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 this Indenture or otherwise;


 


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


 


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


 


(g)                 to mortgage,
pledge, hypothecate or grant a security interest in favor of the Trustee for
the benefit of the Holders as additional security for the payment and
performance of the Indenture Obligations, in any property or assets, including
any which are required to be mortgaged, pledged or hypothecated, or in which a
security interest is required to be granted to the Trustee pursuant to this
Indenture or otherwise; or


 


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


 


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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
Company, each Guarantor, and the Trustee, the Company, 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 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
case of redemption, on or after the Redemption Date) (other than the provisions
of Section 1012);


 


(b)                 amend, change
or modify the obligation of the Company 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 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 Company or any Guarantor of any of its rights and obligations under this
Indenture; or


 


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(f)                  amend or modify
any of the provisions of this Indenture relating to the ranking of the
Securities or any Guarantee in any manner adverse to the Holders of the
Securities or any Guarantee;


 


provided, further that
no such modification or amendment may without the consent of the holders of 66
2/3% of the Outstanding Securities affected thereby, amend, change or modify
the obligation of the Company to make and consummate an Offer with respect to
any Asset Sale of Asset Sales in accordance with Section 1012, including
amending, changing or modifying any definitions with respect thereto.


 


Upon
the written request of the Company 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 Company 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 902 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 Nine or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Trust Indenture Act Section 315(a) through
315(d) and Section 602 hereof) 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 Nine, 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.


 


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Section 905.  Conformity with Trust Indenture Act.


 


Every
supplemental indenture executed pursuant to this Article Nine shall
conform to the requirements of the Trust Indenture Act as then in effect.


 


Section 906.  Reference in Securities to Supplemental
Indentures.


 


Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article Nine 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
Company 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 Company and each Guarantor and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities.


 


ARTICLE TEN


 


COVENANTS


 


Each of the Company and
Parent (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
Company 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
Company shall maintain an office or agency where Securities may be presented or
surrendered for payment.  The Company
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 Company in respect of the Securities and this Indenture may be
served.  The Company 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 Company 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 Company hereby
appoints such agent as its agent to receive all such presentations, surrenders,
notices and demands.


 


The
Company 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


 


100

















 


purposes, and may from time
to time rescind such designation.  The
Company 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 Company 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 Company is not acting as Paying Agent, the Company 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 Company shall
promptly notify the Trustee of such action or any failure so to act.


 


If
the Company is not acting as Paying Agent, the Company 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 1003, that such Paying Agent shall:


 


(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 Company 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.


 


The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct


 


101

















 


any Paying Agent to pay, to
the Trustee all sums held in trust by the Company 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 Company 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 Company or any other obligor, including each
Guarantor, upon the Securities or the property of the Company 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
Company, 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 Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company 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 Company 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 shall promptly
be repaid to the Company.


 


Section 1004.  Corporate Existence.


 


Subject
to Article Eight, the Company 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 Company and
each Subsidiary; provided, however, that the Company 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 Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company 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 Company 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.


 


102

















 


Section 1005.  Payment of Taxes and Other Claims.


 


The
Company 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 Company or any Subsidiary
shown to be due on any return of the Company or any Subsidiary or otherwise
assessed or upon the income, profits or property of the Company 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 Company or any
Guarantor to perform its 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 Company 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 Company or any Guarantor to perform its obligations hereunder; provided,
however, that the Company 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 Company) are being maintained in accordance with generally accepted
accounting principles consistently applied.


 


Section 1006.  Maintenance of Properties.


 


(a) Property.  The Company and Parent shall cause all
material properties owned by the Company, Parent 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 Company or Parent 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 1006
shall prevent the Company or Parent from discontinuing the maintenance of any
of such properties if such discontinuance is, in the judgment of the Company or
Parent, 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 Company to perform its obligations hereunder.


 


(b) Licenses.  The Company and Parent 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.


 


103

















 


Section 1007.  Insurance.


 


The
Company and Parent 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 Company 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 Contact Station, casualty insurance and insurance against such 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.


 


Section 1008.  Limitation on Indebtedness.


 


(a)                 The Company
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 Company may incur Indebtedness and a
Guarantor may incur Permitted Subsidiary Indebtedness if, in each case, the
Debt to Operating Cash Flow Ratio of the Company and the Restricted
Subsidiaries at the time of the incurrence of such Indebtedness, after giving
pro forma effect thereto, is 7:1 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
Company under the Bank Credit Agreement and (B) any Indebtedness incurred
to refinance, restructure, replace or substitute the Company’s Indebtedness
under the Bank Credit Agreement in an aggregate principal amount at any one
time outstanding not to exceed an aggregate principal amount equal to (a) the
term loans outstanding under the Bank Credit Agreement as of the Issue Date
plus (b) amounts committed as of the Issue Date under any revolving credit
facility thereunder plus (c) additional borrowings we may request under
the Bank Credit Agreement as of the Issue Date in accordance with the “accordion”
feature thereof;


 


(ii)     Indebtedness of the Company
pursuant to the Securities (other than any Additional Securities) and
Indebtedness of any Guarantor pursuant to a Guarantee (for the avoidance of
doubt, nothing in this clause (ii) shall prevent the Company or any
Guarantor from issuing or guaranteeing any Additional Securities pursuant to
clause (x) to the extent permitted thereunder);


 


104

















 


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


 


(iv)    Indebtedness of the Company
or any Restricted Subsidiary outstanding on the Issue Date other than any
Indebtedness incurred pursuant to clause (i);


 


(v)     Indebtedness of the Company
owing to a Restricted Subsidiary; provided that any Indebtedness of the
Company 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 Company’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) shall be deemed to be an incurrence of such Indebtedness by the
obligor not permitted by this clause (v);


 


(vi)    Indebtedness of a Wholly
Owned Restricted Subsidiary owing to the Company 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 Company or a Wholly
Owned Restricted Subsidiary or pledge to or for the benefit of the lenders
under the Bank Credit Agreement) shall be deemed to be an incurrence of such
Indebtedness by the obligor not permitted by this clause (vi) and
(2) any transaction pursuant to which any Wholly Owned Restricted
Subsidiary, which has Indebtedness owing to the Company 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 made in accordance with the
provisions of Section 1013;


 


(viii)  Indebtedness
pursuant to obligations of the Company entered into in the ordinary course of
business and not for speculative purposes pursuant to Interest Rate Agreements
designed to protect the Company against fluctuations in interest rates in
respect of the Company’s Indebtedness;


 


105

















 


(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 Parent 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, 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 Company 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 in this Indenture after giving effect to
any amendment to this Indenture and the Securities made in compliance with this
Indenture and (D) is not directly or indirectly guaranteed by any entity
that does not also guarantee the Securities;


 


(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 pursuant to the issuance of any Additional Securities by the Company
or Indebtedness to pay a dividend or make a distribution or loan to Parent 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 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 Company incurred in connection
with such refinancing, replacement, redemption or repurchase, provided that
such Indebtedness, other than the issuance of Additional Securities in the case
of any refinancing, replacement, redemption, substitution or repurchase of the
Convertible Debentures pursuant to the issuance of any Additional Securities by
the


 


106
















 


Company, (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 in this
Indenture after giving effect to any amendment to this Indenture and the
Securities made in compliance with this Indenture and (C) is not directly
or indirectly guaranteed by any entity that does not also guarantee the
Securities;


 


(xi) Indebtedness incurred pursuant to any renewals, extensions,
substitutions, refundings, refinancings or replacements (collectively, a “refinancing”)
of any Indebtedness described in Section 1008(a) and clauses (ii),
(iii), (iv), (v), (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 Company 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 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;


 


(xii) Indebtedness
created due to a change in generally accepted accounting principles of the
United States, as applied to the Company and the Restricted Subsidiaries, or
international financial reporting standards, should such standards become
applicable to the Company 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 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 Company or any of the Restricted Subsidiaries, and
any renewals, extensions, substitutions, refinancings, or replacements of such
Indebtedness, in an aggregate principal amount not to exceed $50,000,000 at any
time outstanding; and


 


(xiv) Indebtedness of the Company 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 one time outstanding.


 


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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 Company, in its sole discretion, shall classify such item of Indebtedness
on the date of incurrence and may later reclassify 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 Company
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 Company’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 Company or any Affiliate thereof including any Subsidiary
(except Equity Interests held by the Company 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 the Company 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 a Wholly Owned
Restricted Subsidiary); or


 


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


 


(any of the foregoing
payments described in clauses (i) through (vi), other than any such action
that is a Permitted Payment, 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 Company, whose determination shall be conclusive and evidenced by a
Board Resolution), (1) no Default or Event of Default shall have occurred
and be continuing and such Restricted


 


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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 Company or the
Restricted Subsidiaries; and (2) immediately after giving effect to such
transaction on a pro forma basis, the Company could incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) under Section 1008(a);
and (3) 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
Company’s Cumulative Operating Cash Flow less 1.4 times the Company’s
Cumulative Consolidated Interest Expense;


 


(B)          the aggregate Net Cash
Proceeds received after October 29, 2009 by the Company from capital
contributions (other than from a Subsidiary) or from the issuance or sale
(other than to Parent any of the Company’s Subsidiaries) of Qualified Equity Interests
of the Company or, to the extent such net cash proceeds are actually
contributed to the Company as equity, Parent (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 October 29, 2009 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.


 


(b)                                                   Notwithstanding
the foregoing, and in the case of clauses (ii) through (xi) below, so
long as there is no Default or Event of Default continuing, the foregoing
provisions shall not prohibit the following actions (clauses (i) through (xi) 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 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 paragraph (a) of
this Section 1009;


 


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


 


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(iii)    the repurchase,
redemption, or other acquisition or retirement of any of the Company’s or
Parent’s Equity Interests in exchange for (including any such exchange pursuant
to the exercise of a conversion right or privilege where 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 Company) of the Company’s or Parent’s
Qualified Equity Interests or from substantially concurrent contributions to
the equity capital of the Company; provided that the Net Cash Proceeds
from the issuance of such Qualified Equity Interests are excluded from clause
(3)(B) of paragraph (a) 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 Parent or any of the Company’s Subsidiaries) of any the Company’s or Parent’s
Qualified Equity Interests or from substantially concurrent contributions to
the equity capital of the Company, provided that the Net Cash Proceeds
from the issuance of such Qualified Equity Interests are excluded from clause
(3)(B) of paragraph (a) 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 Company, provided that any such new Indebtedness
(1) 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 Company incurred in connection with such refinancing;
(2) has an Average Life to Stated Maturity greater than the remaining
Average Life to Stated Maturity of the Securities; (3) 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
(4) 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
or other cash distributions or payments to Parent in an amount sufficient to
enable Parent 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 required amount) in accordance with the terms thereof


 


110

















 


in effect on the Issue Date,
provided Parent is otherwise unable to pay such interest and such dividends are
applied directly to the payment of such interest;


 


(vii) (1) payments
of cash dividends or other cash distributions or payments to Parent in an
amount sufficient to enable Parent 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 Parent 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 and (2) any repurchase, redemption,
defeasance, retirement, refinancing or acquisition for value or payment of
principal of any Existing Convertible Notes and the distribution or transfer of
any such Existing Convertible Notes to Parent for retirement or cancellation;


 


(viii) any repurchase,
redemption, defeasance, retirement, refinancing or acquisition for value or
payment of principal of any Existing Subordinated Notes (i) out of the
proceeds of the Initial Securities or (ii) through the issuance of
Indebtedness of the Company other than Subordinated Indebtedness;


 


(ix) (1) payments
of cash dividends or other cash distributions or payments to Parent in an
amount sufficient to enable Parent 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 Parent 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 and (2) any
repurchase, redemption, defeasance, retirement, refinancing or acquisition for
value or payment of principal of any Convertible Debentures out of the proceeds
of the Initial Securities and the distribution or transfer of any such
Convertible Debentures to Parent for retirement or cancellation;


 


(x) the distribution, dividend or other transfer of
notes receivable (reflecting Indebtedness owed by any non-Designated SBG
Subsidiary to the Company) in existence as of the Issue Date by the Company to
Parent or any Unrestricted Subsidiary in connection with a Separation
Transaction; provided that immediately after giving effect to such
distribution, dividend or other transfer, on a pro forma basis the Company
could incur $1.00 of additional Indebtedness under Section 1008(a) (other
than Permitted Indebtedness); and


 


(xi) payments
of cash dividends, distributions, loans or other transfers by the Company to
Parent in amounts required (but not in excess thereof) for Parent to pay, in
each case without duplication: (a) foreign, federal, state and local
incomes taxes; to the extent such income taxes are either (1) attributable
to the income of the Company and the


 


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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 (2) attributable to the
income of Parent but not any of its subsidiaries, provided that in the case of
clause (1) above, the amount of such payments in any fiscal year does not
exceed the amount that the Company and the Restricted Subsidiaries would be
required to pay in respect of foreign, federal, state and local taxes for such
fiscal year were the Company, the 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 Company,
if applicable, and general corporate overhead expenses of any direct or
indirect parent of the Company in each case to the extent such fees and
expenses are attributable to the ownership or operation of the Company, if
applicable, and the Restricted Subsidiaries (provided, that for so long as such
direct or indirect parent owns no assets other than the Equity Interests in the
Company or another direct or indirect parent of the Company, such fees and
expenses shall be deemed for purposes of this clause (xi) to be so
attributable to such ownership or operation); (c) amounts payable on
Parent’s lease for the corporate headquarters; (d) general and
administrative overhead of subsidiaries of Parent (other than Restricted
Subsidiaries) so long as the aggregate payments pursuant to this clause (d) shall
not in any fiscal year exceed an amount equal to $5,000,000 minus any payments
made pursuant to clause (xii) of the definition of Permitted Investment; (e) capital
expenditures of Parent so long as the amount of all payments pursuant to this
clause (e) shall not exceed $15,000,000 in the aggregate; and (f) unfunded
commitments set forth in Schedule III to this Indenture, 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 Investment;


 


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 Parent or any
subsidiary of Parent 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
Company shall not, and shall not permit any of the Restricted Subsidiaries 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,


 


112

















 


property or services) with
any Affiliate of the Company (other than the Company 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 Company 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
and (b) (i) with respect to any transaction or series of transactions
involving aggregate payments in excess of $5,000,000, the Company 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 or, in the event there is only one
Independent Director, by such Independent Director) and (ii) with respect
to any transaction or series of transactions involving aggregate payments in
excess of $10,000,000, an opinion to the Company 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 provision shall not apply to
(A) any transaction with an officer or director of the Company or Parent
entered into in the ordinary course of business (including compensation or
employee benefit arrangements with any officer or director of the Company or
Parent), (B) any transaction entered into by the Company or one of its
Wholly Owned Restricted Subsidiaries with a Wholly Owned Restricted Subsidiary
of the Company, (C) transactions in existence on the Issue Date and (D) any
Restricted Payment permitted by Section 1009.


 


Section 1011. 
Limitation on Liens.


 


(a)                 The Company
shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create, incur or affirm 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, except if the
Securities are directly secured equally and ratably with (or prior to in the
case of Liens with respect to Subordinated Indebtedness) the obligation or
liability secured by such Lien, excluding, however, from the operation of the
foregoing any of the Permitted Liens.


 


(b)                 Notwithstanding
the foregoing, any Lien securing the Securities granted pursuant to this Section 1011
shall be automatically and unconditionally released and discharged upon (a) the
release by the holders of the Indebtedness described above of their Lien on the
property or assets of the Company or any Restricted Subsidiary (including any
deemed release upon payment in full of all obligations under such
Indebtedness), (b) any sale, exchange or transfer to any Person other than
the Company or any Restricted Subsidiary of all or substantially all the assets
of any Restricted Subsidiary


 


113

















 


creating
such Lien in each case in accordance with the terms of this Indenture, (c) payment
in full of the principal of, and accrued and unpaid interest, if any, on the
Securities, or (d) a defeasance or discharge of the Securities in
accordance with the procedures described under Article Four or Article Twelve.


 


(c)                 The following,
collectively, shall constitute the “Permitted Liens”:


 


(i)                  any Lien
existing as of the Issue Date (other than Liens permitted under clause (iii));


 


(ii)                 any Lien
arising by reason of (1) 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; (2) taxes not yet delinquent or which are being contested in good
faith; (3) security for payment of workers’ compensation or other
insurance; (4) good faith deposits in connection with tenders, leases,
contracts (other than contracts for the payment of money); (5) 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 Company or any Subsidiary or the value of such property
for the purpose of such business; (6) deposits to secure public or
statutory obligations, or in lieu of surety or appeal bonds; (7) 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
Company or any of its Subsidiaries; or (8) 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;


 


(iii)                any Lien now or hereafter
existing on property of the Company or any of the Restricted Subsidiaries
securing Indebtedness incurred pursuant to Section 1008(b)(i) and
provided that the provisions of Section 1013 are complied with;


 


(iv)                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 Company 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


 


114

















 


assets that were subject to
such Lien securing such Acquired Indebtedness prior to the related transaction
by the Company or its Subsidiaries;


 


(v)                 any Lien
securing Permitted Subsidiary Indebtedness;


 


(vi)                Liens securing the
Securities and Guarantees and any obligations owing to the Trustee under this
Indenture;


 


(vi)                Liens on property of the
Company or any Restricted Subsidiary with respect to obligations that do not
exceed $10,000,000 at any one time outstanding;


 


(vii)               any Lien on property of the
Company or any Restricted Subsidiary securing Indebtedness incurred pursuant to
Section 1008(b)(ii), provided that the provisions described under Section 1013
are complied with;


 


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


 


(ix)                any Lien securing
Indebtedness of the Company and any Restricted Subsidiary; provided,
that the Secured Debt to Operating Cash Flow Ratio of the Company and the
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 6.0:1 or less.


 


Section 1012.  Limitation on Sale of Assets.


 


(a)                 The Company
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 Company 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 Company 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 Company
and evidenced in a Board Resolution or in connection with an Asset Swap, the
Fair Market Value as determined in writing by a nationally recognized
investment banking or appraisal firm); provided, however, that in
the event that the Company 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


 


115

















 


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 required to be applied
(by the terms of such secured Indebtedness) to permanently repay any secured
Indebtedness that is secured by a Permitted Lien, the Company and the
Restricted Subsidiaries may apply such Net Cash Proceeds to the repayment
thereof within 12 months of the Asset Sale. 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 that is secured by a Permitted Lien then outstanding
as required by the terms thereof, or the Company determines not to apply such
Net Cash Proceeds to the permanent prepayment of such secured Indebtedness that
is secured by a Permitted Lien or if no such secured Indebtedness that is
secured by a Permitted Lien that by its terms requires the repayment thereof is
then outstanding, then the Company may, within 12 months of the Asset Sale, (1) invest
the Net Cash Proceeds in properties and assets that (as determined by the Board
of Directors) 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 Company or the Restricted Subsidiaries existing on the Issue Date or
reasonably related thereto or (2) permanently repay any secured
Indebtedness that is secured by a Permitted Lien; provided, however,
that the Company or the applicable Restricted Subsidiary shall be deemed to
have complied with this clause (b) if, within 12 months of such Asset
Sale, the Company or the applicable Restricted Subsidiary shall have commenced
and not completed or abandoned an expenditure or Investment, or a binding
agreement with respect to an expenditure, in compliance with this clause (b),
and that expenditure is substantially completed within a date that is 12 months
and 90 days after the date of such Asset Sale. 
The amount of such Net Cash Proceeds not used or invested as set forth
in the first two sentence of this clause (b) constitutes “Excess Proceeds.”
Pending the final application of any Net Cash Proceeds pursuant to this clause
(b), the Company 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)                 When the
aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall
apply the Excess Proceeds to the repayment of the Securities and, at the option
of the Company, any Pari Passu Indebtedness required to be repurchased under
the instrument governing such Pari Passu Indebtedness as follows:  (i) the Company 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
(expressed as a multiple of $1,000) 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


 


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the Securities, and the
denominator of which is the sum of the outstanding principal amount of the
Securities and 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 Pari Passu Indebtedness to
permanently reduce the principal amount of such Pari Passu Indebtedness, the
Company shall make an offer to purchase or otherwise repurchase or redeem Pari
Passu 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; provided
that in no event shall the Pari Passu Debt Amount exceed the principal amount
of such Pari Passu Indebtedness plus the amount of any premium required to be
paid to repurchase such Pari Passu Indebtedness.  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 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
Company shall use such Deficiency in the business of the Company and the
Restricted Subsidiaries.  Upon completion
of the purchase of all the Securities tendered pursuant to an Offer and
repurchase of the Pari Passu Indebtedness pursuant to a Pari Passu Offer, the
amount of Excess Proceeds, if any, shall be reset at zero.  The Company may make an Offer before the end
of the 366 days and/or in an amount of less than $10,000,000.


 


(d)         Whenever the Excess
Proceeds received by the Company exceed $10,000,000, such Excess Proceeds shall
be set aside by the Company in a separate account pending (i) deposit with
the depositary or a Paying Agent of the amount required to purchase the
Securities or Pari Passu Indebtedness tendered in an Offer or a Pari Passu
Offer, (ii) delivery by the Company of the Offered Price to the Holders of
the Securities 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 Company 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
Company shall be entitled to any interest or dividends accrued, earned or paid
on such Temporary Cash Investments, provided that the Company shall not
withdraw such interest from the separate account if an Event of Default has
occurred and is continuing.


 


(e)         If the Company becomes
obligated to make an Offer pursuant to clause (c) above, the Securities
shall be purchased by the Company, at the option of the Holder thereof, in
whole or in part in amounts of $2,000 or an integral multiple 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


 


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Company
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 Company 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 Company 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 such conflict.


 


(g)         The Company 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 as in effect on the Issue Date 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 Company to make an Offer
to purchase the Securities or, if such Offer is made, to pay for the Securities
tendered for purchase.


 


(h)         Subject to paragraph (f) above,
within 30 days after the date on which the amount of Excess Proceeds equals or
exceeds $10,000,000, the Company 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 Company 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 1012;
and


 


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


 


(i)          Holders electing to
have Securities purchased hereunder shall be required to surrender such
Securities at the address specified in the notice at least three Business Days
prior to the Offer Date.  Holders shall
be entitled to withdraw their election to have their Securities purchased
pursuant to this Section 1012 if the Company


 


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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 withdrawal is being submitted, (3) the principal amount of the Security
(which shall be $2,000 or an integral 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 an
integral multiple of $1,000 in excess thereof) that remains subject to the
original notice of the Offer and that has been or shall be delivered for
purchase by the Company.


 


(j)          The Company 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 Company 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 Company) an Officers’ Certificate stating the Securities or portions
thereof accepted for payment by the Company.


 


Subject to applicable escheat laws, as provided in the Securities, the
Trustee and the Paying Agent shall return to the Company 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 Company 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 Company and (y) unless otherwise directed by the Company in
writing, promptly after the Business Day following the Offer Date the Trustee
shall return any such excess to the Company together with interest or dividends,
if any, thereon.


 


(k)         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 Company shall default in the payment
of the Offered Price) such Securities 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 Company 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


 


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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 Company, the Security Registrar or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Security Registrar or the Trustee duly
executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing), and the Company 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.


 


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


 


(a)         The Company 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 Company (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 by such Restricted Subsidiary, which guarantee shall be on the same
terms as the guarantee of such Indebtedness, except that the guarantee of the
Securities need not be secured; 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 upon
(i) any sale, exchange or transfer, to any Person not an Affiliate of the
Company, of all of the Company’s or


 


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Parent’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 Company described in clause (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 Company 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
Company and the Guarantors shall not sell, convey, transfer or otherwise
dispose of their respective assets or property to any of the Company’s
Restricted Subsidiaries (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, 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 Company 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 Company purchase such Holder’s Securities in whole or in part
in amounts of $2,000 and integral multiples of $1,000 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 1015
(the “Change of Control Offer”) and in accordance with the procedures set forth
in Subsections (b), (c), (d) and (e) of this Section 1015.


 


(b)         Within 30 days
following any Change of Control, unless the Company has exercised its rights to
redeem all of the Securities as described under Section 1101, the Company
shall notify the Trustee thereof and give written notice (a “Change of Control
Purchase Notice”) of such Change of Control to each Holder by first-


 


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class
mail, postage prepaid, at his address appearing in the Security Register
stating or including:


 


(1)           that a Change of Control has occurred, the date of such
event, and that such Holder has the right to require the Company 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, Parent and any Guarantor pursuant to
Section 1019), (ii) a description of material developments in the
Company’s business subsequent to the date of the latest of such reports and
(iii) such other information, if any, concerning the business of the
Company which the Company 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
Section 1015(a) and that all Securities properly tendered pursuant to
the Change of Control Offer shall 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;


 


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


 


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


 


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


 


(12)         that, unless the Company 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
Company 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 Company 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
shall 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 Company, the Security Registrar or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company 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 Company 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 Company shall
(i) not later than the Change of Control Purchase Date, accept for payment
Securities or portions thereof tendered pursuant to the Change


 


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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 Company.  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 Company 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 accepted shall be
promptly mailed or delivered by the Paying Agent at the Company’s expense to
the Holder thereof.  The Company 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 Company shall choose a Paying Agent which shall not
be the Company.


 


(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 in excess 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 in excess thereof) that
remains subject to the original Change of Control Purchase Notice and that has
been or shall be delivered for purchase by the Company.


 


(f)          Subject to applicable
escheat laws, as provided in the Securities, the Trustee and the Paying Agent
shall return to the Company 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


 


124

















 


extent
that the aggregate amount of cash deposited by the Company 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 Company and (y) unless otherwise directed by the
Company in writing, promptly after the Business Day following the Change of
Control Purchase Date the Trustee shall return any such excess to the Company
together with interest, if any, thereon.


 


(g)         The Company 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 Company 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.


 


(h)         The Company shall 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 Company and such third party
purchases all the Securities properly tendered and not withdrawn under its
offer.


 


Section 1016.  Limitation on Subsidiary Equity
Interests.


 


The
Company shall not permit any Restricted Subsidiary  to issue any Equity Interests, except for
(a) Equity Interests issued to and held by the Company or a Wholly Owned
Restricted Subsidiary or, in the case of any Designated SBG Subsidiary, the
Company, and (b) 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
Company shall not, and shall not permit any of the 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 of the Company to (i) pay dividends or make any other
distribution on its Equity Interests, (ii) pay any Indebtedness owed to
the Company or a Restricted Subsidiary of the Company, (iii) make any
Investment in the Company or a Restricted Subsidiary of the Company or
(iv) transfer any of its properties or assets to the Company or any
Restricted Subsidiary, except (a) any


 


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encumbrance or restriction
pursuant to an agreement in effect on the Issue Date 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 Company on the Issue Date, in existence at the time such Person becomes
a Restricted Subsidiary of the Company 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, by reason
of or with respect to any agreement of the Company or any Restricted Subsidiary;
provided that (1) such encumbrances or restrictions are ordinary
and customary in light of the type of agreement involved and (2) such
encumbrances shall not affect in any material respect the Company’s or any
Guarantor’s ability to make principal and interest payments on the Securities,
as determined in good faith by the Company; (d) 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), (b) and (c), or in this clause (d), 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 (e) 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
Company shall not make, and shall not permit any of the Restricted Subsidiaries
to make, any Investments in Unrestricted Subsidiaries if, at the time thereof,
the aggregate amount of such Investments would exceed the amount of Restricted
Payments then permitted to 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 Company and (ii) may be made in cash or property.


 


Section 1019.  Provision of Financial Statements.


 


(a) Whether
or not Parent is subject to Section 13(a) or 15(d) of the
Exchange Act, Parent shall, to the extent permitted under the Exchange Act,
file with the Commission the annual reports, quarterly reports and other
documents which Parent


 


126
















 


would
have been required to file with the Commission pursuant to such Sections 13(a) or
15(d) if Parent were so subject, such documents to be filed with the
Commission on or prior to the respective dates by which Parent would have been
required so to file such documents if Parent were so subject (the “Required
Filing Dates”); provided, however, that if Parent is not
permitted by the Commission to file such reports with the Commission, Parent
shall post the annual reports, quarterly reports and other documents that it
would have been required to file with the Commission pursuant to 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.  Parent 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 Parent would have been required to
file with the Commission pursuant to Section 13(a) or 15(d) of
the Exchange Act if Parent were subject to such Sections and (y) if Parent’s
filing such documents 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, Parent shall be deemed to have furnished
such reports referred to above to the Holders if 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.  So long as any of the Securities remain
outstanding, the Company 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.


 


(b) If at any time the financial statements of Parent do not
include the consolidated balance sheets, consolidated statements of operations
and consolidated statements of cash flows of the Company and the Guarantors
presented in accordance with Rule 3-10 of Regulation S-X under the
Securities Act, then the Company 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 Company, the audited
consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows of the Company 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
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 Company, the unaudited
consolidated balance sheet and related statements of operations, stockholder’s
equity and cash flows of the Company 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


 


127

















 


corresponding
period or periods of the previous fiscal year, all certified by a Financial
Officer of the Company or Parent.


 


Section 1020.  Statement by Officers as to Default.


 


(a)                 The Company
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 Company ending after the Issue Date, a written statement
signed by two Officers of the Company or Parent, one of whom shall be the
principal executive officer or a Financial Officer of the Company or
Parent,  stating whether or not, after a
review of the activities of the Company during such year or such quarter and of
the Company’s performance under this Indenture, to the best knowledge, based on
such review, of the signers thereof, the Company 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 Company 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 Company
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 Company 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 Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.


 


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Section 1022.  Effectiveness of Covenants upon an
Investment Grade Rating Event.


 


(a) Upon and after the occurrence of an Investment Grade Rating
Event, the covenants under Sections 1008, 1009, 1010, 1012, 1013, 1014, 1016,
1017, 1018 and 1019 shall be suspended.


 


(b) Upon and after the occurrence of an Investment Grade Rating
Event, the provision set forth in Section 801(a)(iii) shall be
suspended.


 


During any period that the foregoing covenants have been suspended, the
Company’s Board of Directors may not designate any of the Company’s
Subsidiaries as Unrestricted Subsidiaries pursuant to Section 1018.


 


Notwithstanding the foregoing, if the rating assigned by either Rating
Agency should subsequently decline to below an Investment Grade Rating, the foregoing
covenants shall be reinstituted as of and from the date of such rating decline;
provided, however, no Default, Event of Default or breach of any
kind shall be deemed to exist or have occurred under this Indenture, the
Securities or the Guarantees with respect to the foregoing suspended covenants
based on, and none of the Company or any of the Restricted Subsidiaries or
Guarantors shall bear any liability for, any actions taken or events occurring
during the period the foregoing covenants were suspended, or any actions taken
at any time pursuant to any contractual obligation arising prior to the date
the foregoing covenants were reinstated, regardless of whether such actions or
events would have been permitted if the applicable suspended covenants remained
in effect during such period. On the date the foregoing covenants are
reinstated, all Indebtedness incurred during the suspension period shall be
deemed to have been outstanding on the Issue Date, so that it is classified as
permitted under Section 1008(b)(iv). Calculations under the reinstated Section 1009
shall be made as if Section 1009 had been in effect since the Issue Date
except that no Default or Event of Default shall be deemed to have occurred
solely by reason of a Restricted Payment made while Section 1009 was
suspended.


 


ARTICLE ELEVEN



REDEMPTION OF SECURITIES


 


Section 1101.  Rights of Redemption.


 


(a)                 Except as
described in this Section 1101, the Securities are not redeemable until October 15,
2014. The Securities will be subject to redemption at any time on or after October 15,
2014, at the Company’s option, in whole in part, on not less than 15 nor more
than 60 days’ prior notice in amounts of $2,000 or an integral multiple of
$1,000 in excess thereof at the following Redemption Prices (expressed as
percentages


 


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of
the principal amount), if redeemed during the twelve-month period
beginning October 15 of the years indicated below:


 




	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2014

  	
   

  	
  104.188

  	
  %

  
	
  2015

  	
   

  	
  102.094

  	
  %

  
	
  2016

  	
   

  	
  100.000

  	
  %

  






 


and
thereafter at 100% of the principal amount, in each case together with accrued
and unpaid interest, if any, to the Redemption Date (subject to the right of
the Holders of record on relevant record dates to receive interest due on an
Interest Payment Date).


 


(b)  At any time on or prior to October 15, 2013, the Company
may redeem up to 35% of the principal amount of Securities issued under this
Indenture with the net proceeds of an Equity Offering of the Company or Parent
at 108.375% 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 (1) at least 65% of the principal amount of
Securities issued under this Indenture remains outstanding after each such
redemption; and (2) the redemption occurs within 90 days after the closing
of such Equity Offering.


 


(c) At any time prior to October 15, 2014, upon not less than
15 nor more than 60 days’ prior notice, the Company may redeem the Securities,
in whole or 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).


 


Section 1102.  Applicability of Article.


 


Redemption of Securities at the election of the Company or otherwise,
as permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article Eleven.


 


Section 1103.  Election to Redeem; Notice to Trustee.


 


If the Company elects to redeem any Securities pursuant to Section 1101,
the Company 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


 


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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 Company 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.


 


If less than all the Securities are to be redeemed, the particular
Securities or portions thereof to be redeemed shall be selected not more than
30 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities not previously called for redemption, pro rata, by lot or such other
method as the Trustee shall deem fair and reasonable, and the amounts to be
redeemed may be equal to $2,000 or any integral multiple of $1,000 in excess thereof.


 


The Trustee shall promptly notify the Company and the Security
Registrar 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 Securities to be redeemed, at his address
appearing in the Security Register.


 


All notices of redemption shall state:


 


(a)                 the Redemption
Date;


 


(b)                 the Redemption
Price;


 


(c)                 if less than
all Outstanding Securities are to be redeemed, the identification of the particular
Securities to be redeemed;


 


(d)                 in the case of
a Security to be redeemed in part, the principal amount of such Security to be
redeemed and that after the Redemption Date upon surrender of such Security,
new Security or Securities in the aggregate principal amount equal to the
unredeemed portion thereof shall be issued;


 


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


 


(f)                  that on the
Redemption Date the Redemption Price shall become due and payable upon each
such Security or portion thereof, and that (unless the Company shall default in
payment of the Redemption Price) interest thereon shall cease to accrue on and
after said date;


 


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


 


(h)                 the CUSIP
number, if any, relating to such Securities.


 


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


 


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.


 


On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company 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 Company 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 Company at the Redemption Price
together with accrued interest, if any, to the Redemption Date (subject to the
rights of Holders of record on the


 


132

















 


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 a 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 will be payable to Holders whose Securities will be subject to
redemption by the Company.


 


Section 1108.  Securities Redeemed or Purchased in
Part.


 


Any Security which is to be redeemed or purchased only in part shall be
surrendered to the Paying Agent at the office or agency maintained for such
purpose pursuant to Section 1002 (with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar or the Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder in 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, including Additional Interest, 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


 


133

















 


Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when


 


(a)                 either


 


(1)           all the Securities
theretofore authenticated and delivered (other than (i) 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 Company and thereafter repaid to the Company 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) shall 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 Company, and
the Company or any Guarantor, in the case of (2)(x),(y) or (z) above,
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, for the principal of, premium, if
any, and accrued interest at such Stated Maturity or Redemption Date;


 


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


 


(c)                 the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
stating that (i) all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture have been complied with and
(ii) such satisfaction and discharge 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 Company or any Guarantor is a party
or by which the Company or any Guarantor is bound.


 


Opinions of Counsel required to be delivered under this Section 1201
may have qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company 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.


 


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Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company 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 1201, 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 Company 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 Company or any Guarantor whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding and, which for purposes
of this Guarantee shall also be deemed to include 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).


 


Each Guarantor agrees that its obligations under this Indenture and its
Guarantee shall rank equally in right of payment with other Indebtedness of
such Guarantor, except to the extent such other Indebtedness is expressly
subordinated to its obligations under this


 


135

















 


Indenture
and its Guarantee, in which case its obligations under this Indenture and its
Guarantee shall rank senior in right of payment to such other
Indebtedness.  Each Guarantor further
agrees (to the extent lawful) that its obligations under this Indenture and its
Guarantee 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 its obligations under this
Indenture or its Guarantee.


 


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 Indenture
Obligations and shall remain in full force and effect until the payment in full
of all of the Indenture 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 Indenture Obligations and would be owed by the Company
under this Indenture and the Securities 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 Company.


 


(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 Indenture 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 Indenture 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


 


136
















 


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, 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 Company to any Guarantor.


 


Section 1303.  Guarantee Absolute.


 


The
obligations of the Guarantors hereunder are independent of the obligations of
the Company under the Securities and this Indenture 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 Company and whether or not the
Company is joined in any such action or proceeding.  The liability of the Guarantors hereunder is
irrevocable, absolute and unconditional and (to the extent permitted by law)
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 Company or any other Person under this Indenture or the
Securities, 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 Company, 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 Indenture Obligations,
or any other amendment or waiver of, or any consent to or departure from, this
Indenture or the Securities, including any increase or decrease in the
Indenture Obligations;


 


(c)           the taking of
security from the Company, 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 Indenture Obligations and the
obligations of any Guarantor hereunder;


 


137

















 


(e)           the abstention
from taking security from the Company, 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
Company, any Guarantor or any other Person, and including any other guarantees
received by the Trustee;


 


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


 


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


 


(i)            the application
by the Holders or the Trustee of all monies at any time and from time to time
received from the Company, any Guarantor or any other Person on account of any
indebtedness and liabilities owing by the Company 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 Company 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 Company or
any Guarantor or any refinancing or restructuring of any of the Indenture
Obligations;


 


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


 


(m)          subject to Section 1314,
any merger or consolidation, arrangement or reorganization of the Company, any
Guarantor, any Person resulting from the merger or consolidation of the Company
or any Guarantor with any other Person or any other successor to such


 


138

















 


Person or merged or consolidated Person or any other change in the
corporate existence, structure or ownership of the Company or any Guarantor;


 


(n)           the insolvency,
bankruptcy, liquidation, winding-up, dissolution, receivership or distribution
of the assets of the Company or its assets or any resulting discharge of any
obligations of the Company (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 Company or any
Guarantor;


 


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


 


(q)           any
modification, compromise, settlement or release by the Trustee, or by operation
of law or otherwise, of the Indenture Obligations or the liability of the
Company 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 Indenture 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 Indenture Obligations have 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 Company 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 Indenture Obligations due to the Trustee or the Holders by the
Company or any part thereof.


 


139

















 


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 Company
of any of the terms, covenants, conditions and provisions of this Indenture or
the Securities or any other notice whatsoever to or upon the Company or such
Guarantor with respect to the Indenture 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 Company, 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 Company, any Guarantor or any other
Person;


 


(ii)           value, realize upon, or
dispose of any security of the Company 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 Company 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 Company has no legal existence, is or becomes under no legal
obligation to discharge the Indenture Obligations owing to the Trustee or the
Holders by the Company or if any of the Indenture Obligations owing by the
Company to the Trustee or the Holders becomes irrecoverable from the Company 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 Indenture Obligations have


 


140

















 


been paid in full to the
Trustee and all Indenture Obligations owing to the Trustee or the Holders by
the Company 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.


 


Section 1307. 
Fraudulent Conveyance; Contribution;  Subrogation.


 


(a)                 Each Guarantor
that is a Subsidiary of the Company, 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 Issue Date, 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, shall 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
Indenture Obligations owing to the Trustee or the Holders by the Company 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.


 


141

















 


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 collateral document and that this Guarantee
shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of any of the Indenture Obligations is rescinded or must
otherwise be returned by the Trustee upon the insolvency, bankruptcy or
reorganization of the Company 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 Indenture Obligations owing
by the Company.


 


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


 


142

















 


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 Company, 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.


 


Section 1314.  Release of Guarantee.


 


Concurrently
with the payment in full of all of the Indenture Obligations, the Guarantors
shall be released from and relieved of their obligations under this Article Thirteen.  Upon the delivery by the Company 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 Company 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 Indenture 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
Indenture 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(b).


 


Each
Guarantor shall be released from its obligations under this Indenture and its
Guarantee if the Company 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.


 


143

















 


The
release of a Guarantor from its Guarantee and its obligations under this
Indenture 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 206, to be endorsed on each
Security authenticated and delivered by the Trustee and that this Indenture
shall be executed (1) on behalf of each corporate Guarantor by its
Chairman of the Board, its President, one of its Vice Presidents or its
Secretary, (2) on behalf of each Guarantor that is a partnership, by one
or more of its general partners and (3) 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.


 


144
















 


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 B. Amy

  
	
   

  	
   

  	
  Name:
  David B. Amy

  
	
   

  	
   

  	
  Title:
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  SINCLAIR BROADCAST GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Amy

  
	
   

  	
   

  	
  Name: David B. Amy

  
	
   

  	
   

  	
  Title Executive Vice 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.

  



 


145

















 


	
   

  	
  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 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

  



 


146

















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
  SINCLAIR FINANCE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  KLGT, Inc., Member

  
	
   

  	
   

  
	
   

  	
  WCGV LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  WCGV, Inc., Member

  



 


147
















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  WDKY LICENSEE, LLC

  
	
   

  	
  KOKH, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  WDKY, Inc., Member

  
	
   

  	
   

  
	
   

  	
  KOKH LICENSEE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  KOKH, LLC, Member of KOKH Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  WDKY, Inc., Member of KOKH, LLC

  



 


148

















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  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

  



 


149

















 


	
   

  	
  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 B. Amy

  
	
   

  	
   

  	
  David B. Amy, in his capacity as Executive Vice 

  
	
   

  	
   

  	
  President, Secretary or Manager, as the case may be

  



 


150
















 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Monique L. Green

  
	
   

  	
   

  	
  Name:
  Monique L. Green

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


The schedules and exhibits to the Indenture
have been omitted from the Indenture as filed. The registrant agrees to furnish
a copy of such omitted schedules and exhibits to the Commission upon request.


 

















 


ANNEX A


 


GUARANTORS


 


	
  1

  	
  Sinclair Broadcast Group, Inc., a
  Maryland corporation

  
	
  2

  	
  WCGV, Inc., a Maryland corporation

  
	
  3

  	
  Sinclair Acquisition IV, Inc., a
  Maryland corporation

  
	
  4

  	
  WLFL, Inc., a Maryland corporation

  
	
  5

  	
  Sinclair Media I, Inc., a Maryland
  corporation

  
	
  6

  	
  WSMH, Inc., a Maryland corporation

  
	
  7

  	
  Sinclair Media II, Inc., a Maryland
  corporation

  
	
  8

  	
  WSTR Licensee, Inc., a Maryland
  corporation

  
	
  9

  	
  WGME, Inc., a Maryland corporation

  
	
  10

  	
  Sinclair Media III, Inc., a Maryland
  corporation

  
	
  11

  	
  WTTO, Inc., a Maryland corporation

  
	
  12

  	
  WTVZ, Inc., a Maryland corporation

  
	
  13

  	
  WYZZ, Inc., a Maryland corporation

  
	
  14

  	
  KOCB, Inc., an Oklahoma corporation

  
	
  15

  	
  WDKY, Inc., a Delaware corporation

  
	
  16

  	
  WYZZ Licensee, Inc., a Delaware
  corporation

  
	
  17

  	
  KLGT, Inc., a Minnesota corporation

  
	
  18

  	
  Sinclair Television Company II, Inc.,
  a Delaware corporation

  
	
  19

  	
  WSYX Licensee, Inc., a Maryland
  corporation

  
	
  20

  	
  WGGB, Inc., a Maryland corporation

  
	
  21

  	
  WTWC, Inc., a Maryland corporation

  
	
  22

  	
  Sinclair Communications II, Inc., a
  Delaware corporation

  
	
  23

  	
  Sinclair Holdings I, Inc., a Virginia
  corporation

  
	
  24

  	
  Sinclair Holdings II, Inc., a Virginia
  corporation

  
	
  25

  	
  Sinclair Holdings III, Inc., a
  Virginia corporation

  
	
  26

  	
  Sinclair Television Company, Inc., a
  Delaware corporation

  
	
  27

  	
  Sinclair Television of Buffalo, Inc.,
  a Delaware corporation

  
	
  28

  	
  Sinclair Television of
  Charleston, Inc., a Delaware corporation

  
	
  29

  	
  Sinclair Television of
  Nashville, Inc., a Tennessee corporation

  
	
  30

  	
  Sinclair Television of Nevada, Inc., a
  Nevada corporation

  
	
  31

  	
  Sinclair Television of
  Tennessee, Inc., a Delaware corporation

  
	
  32

  	
  Sinclair Television License
  Holder, Inc., a Nevada corporation

  
	
  33

  	
  Sinclair Television of Dayton, Inc., a
  Delaware corporation

  
	
  34

  	
  Sinclair Acquisition VII, Inc., a
  Maryland corporation

  
	
  35

  	
  Sinclair Acquisition VIII, Inc., a
  Maryland corporation

  
	
  36

  	
  Sinclair Acquisition IX, Inc., a
  Maryland corporation

  



 

















 


	
  37

  	
  Sinclair Acquisition X, Inc., a
  Maryland corporation

  
	
  38

  	
  Montecito Broadcasting Corporation, a
  Delaware corporation

  
	
  39

  	
  Channel 33, Inc., a Nevada corporation

  
	
  40

  	
  WNYO, Inc., a Delaware corporation

  
	
  41

  	
  New York Television, Inc., a Maryland
  corporation

  
	
  42

  	
  Sinclair Properties, LLC, a Virginia
  limited liability company

  
	
  43

  	
  Sinclair Properties II, LLC, a Virginia
  limited liability company

  
	
  44

  	
  KBSI Licensee L.P., a Virginia limited
  partnership

  
	
  45

  	
  WMMP Licensee L.P., a Virginia limited
  partnership

  
	
  46

  	
  WSYT Licensee L.P., a Virginia limited
  partnership

  
	
  47

  	
  WEMT Licensee L.P., a Virginia limited
  partnership

  
	
  48

  	
  WKEF Licensee L.P., a Virginia limited
  partnership

  
	
  49

  	
  WGME Licensee, LLC, a Maryland limited
  liability company

  
	
  50

  	
  WICD Licensee, LLC, a Maryland limited
  liability company

  
	
  51

  	
  WICS Licensee, LLC, a Maryland limited
  liability company

  
	
  52

  	
  KGAN Licensee, LLC, a Maryland limited liability
  company

  
	
  53

  	
  WSMH Licensee, LLC, a Maryland limited
  liability company

  
	
  54

  	
  WPGH Licensee, LLC, a Maryland limited
  liability company

  
	
  55

  	
  KDNL Licensee, LLC, a Maryland limited
  liability company

  
	
  56

  	
  WCWB Licensee, LLC, a Maryland limited
  liability company

  
	
  57

  	
  WTVZ Licensee, LLC, a Maryland limited
  liability company

  
	
  58

  	
  Chesapeake Television Licensee, LLC, a
  Maryland limited liability company

  
	
  59

  	
  KABB Licensee, LLC, a Maryland limited
  liability company

  
	
  60

  	
  WLOS Licensee, LLC, a Maryland limited
  liability company

  
	
  61

  	
  KLGT Licensee, LLC, a Maryland limited
  liability company

  
	
  62

  	
  WCGV Licensee, LLC, a Maryland limited
  liability company

  
	
  63

  	
  KUPN Licensee, LLC, a Maryland limited
  liability company

  
	
  64

  	
  WEAR Licensee, LLC, a Maryland limited
  liability company

  
	
  65

  	
  WLFL Licensee, LLC, a Maryland limited
  liability company

  
	
  66

  	
  WTTO Licensee, LLC, a Maryland limited
  liability company

  
	
  67

  	
  WTWC Licensee, LLC, a Maryland limited
  liability company

  
	
  68

  	
  WGGB Licensee, LLC, a Maryland limited
  liability company

  
	
  69

  	
  KOCB Licensee, LLC, a Maryland limited
  liability company

  
	
  70

  	
  WDKY Licensee, LLC, a Maryland limited
  liability company

  
	
  71

  	
  KOKH Licensee, LLC, a Maryland limited
  liability company

  
	
  72

  	
  WUPN Licensee, LLC, a Maryland limited
  liability company

  
	
  73

  	
  WUXP Licensee, LLC, a Maryland limited
  liability company

  
	
  74

  	
  WCHS Licensee, LLC, a Maryland limited
  liability company

  
	
  75

  	
  Sinclair Finance, LLC, a Minnesota limited
  liability company

  
	
  76

  	
  Birmingham (WABM-TV) Licensee, Inc., a
  Maryland corporation

  



 

















 


	
  77

  	
  Raleigh (WRDC-TV) Licensee, Inc., a
  Maryland corporation

  
	
  78

  	
  San Antonio (KRRT-TV) Licensee, Inc.,
  a Maryland corporation

  
	
  79

  	
  WVTV Licensee, Inc., a Maryland
  corporation

  
	
  80

  	
  WUHF Licensee, LLC, a Nevada limited
  liability company

  
	
  81

  	
  WMSN Licensee, LLC, a Nevada limited
  liability company

  
	
  82

  	
  WRLH Licensee, LLC, a Nevada limited
  liability company

  
	
  83

  	
  WUTV Licensee, LLC, a Nevada limited
  liability company

  
	
  84

  	
  WXLV Licensee, LLC, a Nevada limited
  liability company

  
	
  85

  	
  WZTV Licensee, LLC, a Nevada limited
  liability company

  
	
  86

  	
  WVAH Licensee, LLC, a Nevada limited
  liability company

  
	
  87

  	
  WTAT Licensee, LLC, a Nevada limited
  liability company

  
	
  88

  	
  WRGT Licensee, LLC, a Nevada limited
  liability company

  
	
  89

  	
  Sinclair NewsCentral, LLC, a Maryland
  limited liability company

  
	
  90

  	
  KDSM Licensee, LLC, a Maryland limited
  liability company

  
	
  91

  	
  KDSM, LLC, a Maryland limited liability
  company

  
	
  92

  	
  KFXA Licensee, LLC, a Nevada limited
  liability company

  
	
  93

  	
  San Antonio Television, LLC, a Delaware
  limited liability company

  
	
  94

  	
  Sinclair Communications, LLC, a Maryland
  limited liability company

  
	
  95

  	
  Sinclair Programming Company, LLC, a
  Maryland limited liability company

  
	
  96

  	
  WDKA Licensee, LLC, a Nevada limited
  liability company

  
	
  97

  	
  WFGX Licensee, LLC, a Nevada limited
  liability company

  
	
  98

  	
  WNAB Licensee, LLC, a Nevada limited
  liability company

  
	
  99

  	
  WNYS Licensee, LLC, a Nevada limited
  liability company

  
	
  100

  	
  KOKH, LLC, a Nevada limited liability
  company

  
	
  101

  	
  WRDC, LLC, a Nevada limited liability
  company

  



 
















 


SINCLAIR TELEVISION GROUP, INC.,
as Issuer,


 


THE GUARANTORS IDENTIFIED ON
ANNEX A HERETO, as Guarantors,


 


and


 


U.S. BANK NATIONAL
ASSOCIATION, as Trustee


 






 


INDENTURE


 


Dated as of October 4,
2010


 






 


$250,000,000


 


8.375% Senior Notes due 2018


 






 












 


TABLE OF CONTENTS


 


	
   

  	
  PAGE

  
	
   

  	
   

  
	
  PARTIES

  	
  1

  
	
   

  	
   

  
	
  RECITALS

  	
  1

  
	
   

  	
   

  
	
  ARTICLE ONE

  	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
  2

  
	
   

  	
   

  
	
  Section 101.   Definitions

  	
  2

  
	
   

  	
  “Acquired Indebtedness”

  	
  2

  
	
   

  	
  “Additional Securities”

  	
  2

  
	
   

  	
  “Affiliate”

  	
  2

  
	
   

  	
  “Agent Member”

  	
  3

  
	
   

  	
  “Applicable Premium”

  	
  3

  
	
   

  	
  “Applicable Procedures”

  	
  3

  
	
   

  	
  “Asset Sale”

  	
  3

  
	
   

  	
  “Asset Swap”

  	
  3

  
	
   

  	
  “Average Life to Stated Maturity”

  	
  3

  
	
   

  	
  “Bank Credit Agreement”

  	
  4

  
	
   

  	
  “Bankruptcy Law”

  	
  4

  
	
   

  	
  “Board of Directors”

  	
  4

  
	
   

  	
  “Board Resolution”

  	
  4

  
	
   

  	
  “Broadcast Licenses”

  	
  4

  
	
   

  	
  “Business Day”

  	
  5

  
	
   

  	
  “Capital Lease Obligation”

  	
  5

  
	
   

  	
  “Change of Control”

  	
  5

  
	
   

  	
  “Clearstream”

  	
  6

  
	
   

  	
  “Code”

  	
  6

  
	
   

  	
  “Commission”

  	
  6

  
	
   

  	
  “Company”

  	
  6

  
	
   

  	
  “Company Request” or “Company Order”

  	
  6

  
	
   

  	
  “Consolidated Interest Expense”

  	
  6

  
	
   

  	
  “Consolidated Net Income (Loss)”

  	
  6

  
	
   

  	
  “Consolidation”

  	
  7

  
	
   

  	
  “Contract Stations”

  	
  7

  
	
   

  	
  “Convertible Debentures”

  	
  8

  
	
   

  	
  “Corporate Trust Office”

  	
  8

  
				



 


i

















 


	
   

  	
  “Cumulative Consolidated Interest Expense”

  	
  8

  
	
   

  	
  “Cumulative Operating Cash Flow”

  	
  8

  
	
   

  	
  “Cunningham”

  	
  8

  
	
   

  	
  “Debt to Operating Cash Flow Ratio”

  	
  8

  
	
   

  	
  “Default”

  	
  9

  
	
   

  	
  “Depositary”

  	
  9

  
	
   

  	
  “Designated SBG Subsidiary”

  	
  9

  
	
   

  	
  “Disqualified Equity Interests”

  	
  9

  
	
   

  	
  “Equity Interest”

  	
  10

  
	
   

  	
  “Equity Offering”

  	
  10

  
	
   

  	
  “Euroclear”

  	
  10

  
	
   

  	
  “Event of Default”

  	
  10

  
	
   

  	
  “Exchange Act”

  	
  10

  
	
   

  	
  “Exchange Offer”

  	
  10

  
	
   

  	
  “Exchange Offer Registration Statement”

  	
  10

  
	
   

  	
  “Existing Convertible Notes”

  	
  10

  
	
   

  	
  “Existing Subordinated Notes”

  	
  10

  
	
   

  	
  “Fair Market Value”

  	
  10

  
	
   

  	
  “FCC”

  	
  10

  
	
   

  	
  “Film Contract”

  	
  10

  
	
   

  	
  “Financial Officer”

  	
  11

  
	
   

  	
  “Generally Accepted Accounting Principles” or “GAAP”

  	
  11

  
	
   

  	
  “Global Security”

  	
  11

  
	
   

  	
  “Guarantee”

  	
  11

  
	
   

  	
  “Guaranteed Debt”

  	
  11

  
	
   

  	
  “Guarantor”

  	
  11

  
	
   

  	
  “Guarantor Pari Passu Indebtedness”

  	
  11

  
	
   

  	
  “Hedging Agreement”

  	
  12

  
	
   

  	
  “Holder”

  	
  12

  
	
   

  	
  “Indebtedness”

  	
  12

  
	
   

  	
  “Indenture”

  	
  13

  
	
   

  	
  “Indenture Obligations”

  	
  13

  
	
   

  	
  “Independent Director”

  	
  13

  
	
   

  	
  “Initial Debt Transactions”

  	
  13

  
	
   

  	
  “Initial Purchasers”

  	
  13

  
	
   

  	
  “Initial Securities”

  	
  13

  
	
   

  	
  “Institutional Accredited Investor Transfer Certificate”

  	
  13

  
	
   

  	
  “Institutional Accredited Investor Global Securities”

  	
  14

  
	
   

  	
  “Interest Payment Date”

  	
  14

  
	
   

  	
  “Interest Rate Agreements”

  	
  14

  
	
   

  	
  “Investment Grade Rating”

  	
  14

  
	
   

  	
  “Investment Grade Rating Event”

  	
  14

  



 


ii

















 


	
   

  	
  “Investments”

  	
  14

  
	
   

  	
  “Issue Date”

  	
  15

  
	
   

  	
  “License Subsidiary”

  	
  15

  
	
   

  	
  “Lien”

  	
  15

  
	
   

  	
  “Local Marketing Agreement”

  	
  15

  
	
   

  	
  “Material Third-Party Licensee”

  	
  15

  
	
   

  	
  “Maturity”

  	
  15

  
	
   

  	
  “Moody’s”

  	
  15

  
	
   

  	
  “MOU”

  	
  16

  
	
   

  	
  “Net Cash Proceeds”

  	
  16

  
	
   

  	
  “Offering Memorandum”

  	
  16

  
	
   

  	
  “Officer”

  	
  16

  
	
   

  	
  “Officers’ Certificate”

  	
  17

  
	
   

  	
  “Operating Cash Flow”

  	
  17

  
	
   

  	
  “Opinion of Counsel”

  	
  17

  
	
   

  	
  “Opinion of Independent Counsel”

  	
  17

  
	
   

  	
  “Outsourcing Agreement”

  	
  17

  
	
   

  	
  “Outstanding”

  	
  18

  
	
   

  	
  “Owned Stations”

  	
  18

  
	
   

  	
  “Parent”

  	
  19

  
	
   

  	
  “Pari Passu Indebtedness”

  	
  19

  
	
   

  	
  “Paying Agent”

  	
  19

  
	
   

  	
  “Permitted Holders”

  	
  19

  
	
   

  	
  “Permitted Indebtedness”

  	
  19

  
	
   

  	
  “Permitted Investment”

  	
  19

  
	
   

  	
  “Permitted Subsidiary Indebtedness”

  	
  20

  
	
   

  	
  “Person”

  	
  20

  
	
   

  	
  “Predecessor Security”

  	
  20

  
	
   

  	
  “Preferred Equity Interest”

  	
  21

  
	
   

  	
  “Program Services Agreement”

  	
  21

  
	
   

  	
  “Prospectus”

  	
  21

  
	
   

  	
  “Purchase Options Deposits”

  	
  21

  
	
   

  	
  “QIB”

  	
  21

  
	
   

  	
  “Qualified Equity Interests”

  	
  21

  
	
   

  	
  “Rating Agency”

  	
  21

  
	
   

  	
  “Redemption Date”

  	
  21

  
	
   

  	
  “Redemption Price”

  	
  22

  
	
   

  	
  “Registration Rights Agreement”

  	
  22

  
	
   

  	
  “Registration Statement”

  	
  22

  
	
   

  	
  “Regular Record Date”

  	
  22

  
	
   

  	
  “Regulation S”

  	
  22

  
	
   

  	
  “Regulation S Global Securities”

  	
  22

  



 


iii

















 


	
   

  	
  “Responsible Officer”

  	
  22

  
	
   

  	
  “Restricted Payment”

  	
  22

  
	
   

  	
  “Restricted Securities Legend”

  	
  22

  
	
   

  	
  “Restricted Security”

  	
  22

  
	
   

  	
  “Restricted Subsidiary”

  	
  22

  
	
   

  	
  “Rule 144A”

  	
  23

  
	
   

  	
  “Rule 144A Global Securities”

  	
  23

  
	
   

  	
  “Rule 144A Information”

  	
  23

  
	
   

  	
  “S&P”

  	
  23

  
	
   

  	
  “Sale and Leaseback Transaction”

  	
  23

  
	
   

  	
  “SBG Guarantor”

  	
  23

  
	
   

  	
  “Secured Debt to Operating Cash Flow Ratio”

  	
  23

  
	
   

  	
  “Securities”

  	
  24

  
	
   

  	
  “Securities Act”

  	
  24

  
	
   

  	
  “Security Register” and “Security Registrar”

  	
  24

  
	
   

  	
  “Separation Transaction”

  	
  24

  
	
   

  	
  “Series A Securities”

  	
  24

  
	
   

  	
  “Series B Securities”

  	
  24

  
	
   

  	
  “Shelf Registration Statement”

  	
  24

  
	
   

  	
  “Significant Subsidiary”

  	
  24

  
	
   

  	
  “Special Record Date”

  	
  24

  
	
   

  	
  “Stated Maturity”

  	
  24

  
	
   

  	
  “Stations”

  	
  25

  
	
   

  	
  “Subordinated Indebtedness”

  	
  25

  
	
   

  	
  “Subsidiary”

  	
  25

  
	
   

  	
  “Successor Security”

  	
  25

  
	
   

  	
  “Temporary Cash Investments”

  	
  25

  
	
   

  	
  “Treasury Rate”

  	
  25

  
	
   

  	
  “Trust Indenture Act”

  	
  26

  
	
   

  	
  “Trustee”

  	
  26

  
	
   

  	
  “Unrestricted Subsidiary”

  	
  26

  
	
   

  	
  “Unrestricted Subsidiary Indebtedness”

  	
  26

  
	
   

  	
  “Voting Stock”

  	
  27

  
	
   

  	
  “Wholly Owned Restricted Subsidiary”

  	
  27

  
	
  Section 102.   Other Definitions

  	
  27

  
	
  Section 103.   Compliance Certificates and Opinions

  	
  28

  
	
  Section 104.   Form of Documents Delivered to Trustee

  	
  29

  
	
  Section 105.   Acts of Holders

  	
  29

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

  	
  31

  
	
  Section 107.   Notice to Holders; Waiver

  	
  31

  
	
  Section 108.   Conflict with Trust Indenture Act

  	
  32

  
	
  Section 109.   Effect of Headings and Table of Contents

  	
  32

  



 


iv

















 


	
  Section 110.   Successors and Assigns

  	
  32

  
	
  Section 111.   Separability Clause

  	
  32

  
	
  Section 112.   Benefits of Indenture

  	
  32

  
	
  Section 113.   Governing Law

  	
  33

  
	
  Section 114.   Legal Holidays

  	
  33

  
	
  Section 115.   Schedules and Exhibits

  	
  33

  
	
  Section 116.   Counterparts

  	
  33

  
	
   

  	
   

  
	
  ARTICLE TWO

  	
  SECURITY FORMS

  	
  33

  
	
   

  	
   

  
	
  Section 201.   Forms Generally

  	
  33

  
	
  Section 202.   Form of Face of Security

  	
  35

  
	
  Section 203.   Form of Reverse of Securities

  	
  41

  
	
  Section 204.   Additional
  Provisions Required in Global Security

  	
  50

  
	
  Section 205.   Form of Trustee’s Certificate of
  Authentication

  	
  51

  
	
  Section 206.   Form of Guarantee of Each of the
  Guarantors

  	
  51

  
	
   

  	
   

  
	
  ARTICLE THREE

  	
  THE SECURITIES

  	
  57

  
	
   

  	
   

  
	
  Section 301.   Title and Terms

  	
  57

  
	
  Section 302.   Denominations

  	
  58

  
	
  Section 303.   Execution, Authentication, Delivery and
  Dating

  	
  59

  
	
  Section 304.   Temporary Securities

  	
  60

  
	
  Section 305.   Global
  Securities

  	
  60

  
	
  Section 306.   Registration,
  Registration of Transfer and Exchange

  	
  62

  
	
  Section 307.   Special
  Transfer Provisions

  	
  64

  
	
  Section 308.   Mutilated, Destroyed, Lost and Stolen
  Securities

  	
  68

  
	
  Section 309.   Payment of Interest; Interest Rights
  Preserved

  	
  69

  
	
  Section 310.   Persons Deemed Owners

  	
  70

  
	
  Section 311.   Cancellation

  	
  70

  
	
  Section 312.   Computation of Interest

  	
  71

  
	
  Section 313.   CUSIP and ISIN
  Numbers

  	
  71

  
	
   

  	
   

  
	
  ARTICLE FOUR

  	
  DEFEASANCE AND COVENANT DEFEASANCE

  	
  71

  
	
   

  	
   

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

  	
  71

  
	
  Section 402.   Defeasance and Discharge

  	
  71

  
	
  Section 403.   Covenant Defeasance

  	
  72

  
	
  Section 404.   Conditions to Defeasance or Covenant
  Defeasance

  	
  72

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

  	
  75

  
	
  Section 406.   Reinstatement

  	
  76

  



 


v

















 


	
  ARTICLE FIVE

  	
  REMEDIES

  	
  76

  
	
   

  	
   

  
	
  Section 501.   Events of Default

  	
  76

  
	
  Section 502.   Acceleration of Maturity; Rescission and
  Annulment

  	
  78

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

  	
  79

  
	
  Section 504.   Trustee May File Proofs of Claim

  	
  80

  
	
  Section 505.   Trustee May Enforce Claims without
  Possession of Securities

  	
  81

  
	
  Section 506.   Application of Money Collected

  	
  81

  
	
  Section 507.   Limitation on Suits

  	
  82

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

  	
  83

  
	
  Section 509.   Restoration of Rights and Remedies

  	
  83

  
	
  Section 510.   Rights and Remedies Cumulative

  	
  83

  
	
  Section 511.   Delay or Omission Not Waiver

  	
  83

  
	
  Section 512.   Control by Holders

  	
  84

  
	
  Section 513.   Waiver of Past Defaults

  	
  84

  
	
  Section 514.   Undertaking for Costs

  	
  84

  
	
  Section 515.   Waiver of Stay, Extension or Usury Laws

  	
  85

  
	
   

  	
   

  
	
  ARTICLE SIX

  	
  THE TRUSTEE

  	
  85

  
	
   

  	
   

  
	
  Section 601.   Notice of Defaults

  	
  85

  
	
  Section 602.   Certain Rights of Trustee

  	
  85

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

  	
  87

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

  	
  87

  
	
  Section 605.   Money Held in Trust

  	
  87

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

  	
  88

  
	
  Section 607.   Conflicting Interests

  	
  89

  
	
  Section 608.   Corporate Trustee Required; Eligibility

  	
  89

  
	
  Section 609.   Resignation and Removal; Appointment of
  Successor Trustee

  	
  89

  
	
  Section 610.   Acceptance of Appointment by Successor

  	
  91

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

  	
  92

  
	
  Section 612.   Preferential Collection of Claims Against
  Company

  	
  92

  
	
  Section 613.   Identifying
  Information

  	
  92

  
	
   

  	
   

  
	
  ARTICLE SEVEN

  	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
  93

  
	
   

  	
   

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

  	
  93

  
	
  Section 702.   Disclosure of Names and Addresses of
  Holders

  	
  93

  



 


vi

















 


	
  Section 703.   Reports by Trustee

  	
  93

  
	
   

  	
   

  
	
  ARTICLE EIGHT

  	
  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
  94

  
	
   

  	
   

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

  	
  94

  
	
  Section 802.   Successor Substituted

  	
  96

  
	
   

  	
   

  
	
  ARTICLE NINE

  	
  SUPPLEMENTAL INDENTURES

  	
  97

  
	
   

  	
   

  
	
  Section 901.   Supplemental
  Indentures and Agreements without Consent of Holders

  	
  97

  
	
  Section 902.   Supplemental
  Indentures and Agreements with Consent of Holders

  	
  98

  
	
  Section 903.   Execution of Supplemental Indentures and
  Agreements

  	
  99

  
	
  Section 904.   Effect of Supplemental Indentures

  	
  99

  
	
  Section 905.   Conformity with Trust Indenture Act

  	
  100

  
	
  Section 906.   Reference in Securities to Supplemental
  Indentures

  	
  100

  
	
   

  	
   

  
	
  ARTICLE TEN

  	
  COVENANTS

  	
  100

  
	
   

  	
   

  
	
  Section 1001.   Payment of Principal, Premium and Interest

  	
  100

  
	
  Section 1002.   Maintenance of Office or Agency

  	
  100

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

  	
  101

  
	
  Section 1004.   Corporate Existence

  	
  102

  
	
  Section 1005.   Payment of Taxes and Other Claims

  	
  103

  
	
  Section 1006.   Maintenance of Properties

  	
  103

  
	
  Section 1007.   Insurance

  	
  104

  
	
  Section 1008.   Limitation on Indebtedness

  	
  104

  
	
  Section 1009.   Limitation on Restricted Payments

  	
  108

  
	
  Section 1010.   Limitation on Transactions with
  Affiliates

  	
  112

  
	
  Section 1011.   Limitation on Liens

  	
  113

  
	
  Section 1012.   Limitation on Sale of Assets

  	
  115

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

  	
  120

  
	
  Section 1014.   Restriction on Transfer of Assets

  	
  121

  
	
  Section 1015.   Purchase of Securities upon a Change of
  Control

  	
  121

  
	
  Section 1016.   Limitation on Subsidiary Equity
  Interests

  	
  125

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

  	
  125

  
	
  Section 1018.   Limitation on Unrestricted Subsidiaries

  	
  126

  
	
  Section 1019.   Provision of Financial Statements

  	
  126

  



 


vii

















 


	
  Section 1020.   Statement by Officers as to Default

  	
  128

  
	
  Section 1021.   Waiver of Certain Covenants

  	
  128

  
	
  Section 1022.   Effectiveness
  of Covenants upon an Investment Grade Rating Event

  	
  129

  
	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
  REDEMPTION OF SECURITIES

  	
  129

  
	
   

  	
   

  
	
  Section 1101.   Rights of Redemption

  	
  129

  
	
  Section 1102.   Applicability of Article

  	
  130

  
	
  Section 1103.   Election to Redeem; Notice to Trustee

  	
  130

  
	
  Section 1104.   Selection by Trustee of Securities to
  Be Redeemed

  	
  131

  
	
  Section 1105.   Notice of Redemption

  	
  131

  
	
  Section 1106.   Deposit of Redemption Price

  	
  132

  
	
  Section 1107.   Securities Payable on Redemption Date

  	
  132

  
	
  Section 1108.   Securities Redeemed or Purchased in
  Part

  	
  133

  
	
   

  	
   

  
	
  ARTICLE TWELVE

  	
  SATISFACTION AND DISCHARGE

  	
  133

  
	
   

  	
   

  
	
  Section 1201.   Satisfaction and Discharge of Indenture

  	
  133

  
	
  Section 1202.   Application of Trust Money

  	
  135

  
	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
  GUARANTEE

  	
  135

  
	
   

  	
   

  
	
  Section 1301.   Guarantors’ Guarantee

  	
  135

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

  	
  136

  
	
  Section 1303.   Guarantee Absolute

  	
  137

  
	
  Section 1304.   Right to Demand Full Performance

  	
  139

  
	
  Section 1305.   Waivers

  	
  140

  
	
  Section 1306.   The
  Guarantors Remain Obligated in Event the Company Is No Longer Obligated to
  Discharge Indenture Obligations

  	
  140

  
	
  Section 1307.   Fraudulent Conveyance; Contribution;  Subrogation

  	
  141

  
	
  Section 1308.   Guarantee Is in Addition to Other
  Security

  	
  141

  
	
  Section 1309.   Release of Security Interests

  	
  142

  
	
  Section 1310.   No Bar to Further Actions

  	
  142

  
	
  Section 1311.   Failure to
  Exercise Rights Shall Not Operate as a Waiver; No Suspension of Remedies

  	
  142

  
	
  Section 1312.   Trustee’s Duties; Notice to Trustee

  	
  142

  
	
  Section 1313.   Successors and Assigns

  	
  143

  
	
  Section 1314.   Release of Guarantee

  	
  143

  
	
  Section 1315.   Execution of Guarantee

  	
  144

  



 


viii

















 


	
  ACKNOWLEDGMENTS

  	
   

  
	
   

  	
   

  
	
  ANNEX A

  	
  Guarantors

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
  Contract
  Stations

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE II

  	
  Owned
  Stations

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE III

  	
  Unfunded
  Commitments

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A Form of Regulation S Certificate

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
  Form of
  Restricted Securities Transfer Certificate

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT C

  	
  Form of
  Restricted Securities Transfer Certificate

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT D Form of Unrestricted Securities Certificate

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT E

  	
  Form of
  Intercompany Note

  	
   

  



 


ix

















 


Reconciliation and tie between Trust Indenture Act of 1939


and Indenture


 


	
  Trust Indenture

  	
   

  	
   

  	
   

  	
  Indenture

  
	
  Act Section

  	
   

  	
   

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 310

  	
  (a)

  	
   

  	
   

  	
   

  	
  610,
  611

  
	
   

  	
  (a)(1)

  	
   

  	
   

  	
   

  	
  608

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
   

  	
  608

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  607,
  609

  
	
  § 311

  	
  (a)

  	
   

  	
   

  	
   

  	
  612

  
	
  § 312

  	
  (a)

  	
   

  	
   

  	
   

  	
  701

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  702

  
	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  702

  
	
  § 313

  	
  (a)

  	
   

  	
   

  	
   

  	
  703

  
	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  703,
  1019

  
	
  § 314

  	
  (a)

  	
   

  	
   

  	
   

  	
  1019

  
	
   

  	
  (a)(4)

  	
   

  	
   

  	
   

  	
  1020

  
	
   

  	
  (c)(1)

  	
   

  	
   

  	
   

  	
  103

  
	
   

  	
  (c)(2)

  	
   

  	
   

  	
   

  	
  103

  
	
   

  	
  (e)

  	
   

  	
   

  	
   

  	
  103

  
	
  § 315

  	
  (a)

  	
   

  	
   

  	
   

  	
  602,
  903

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  601,
  602, 903

  
	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  602,
  903

  
	
   

  	
  (d)

  	
   

  	
   

  	
   

  	
  602,
  903

  
	
   

  	
  (e)

  	
   

  	
   

  	
   

  	
  514

  
	
  § 316

  	
  (a)(last
  sentence)

  	
   

  	
   

  	
   

  	
  101
  

  
	
   

  	
  (a)(1)(A)

  	
   

  	
   

  	
   

  	
  (“Outstanding”)

  
	
   

  	
  (a)(1)(B)

  	
   

  	
   

  	
   

  	
  502,
  512

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  513

  
	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  508

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  105

  
	
  § 317

  	
  (a)(1)

  	
   

  	
   

  	
   

  	
  503

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
   

  	
  504

  
	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  1003

  
	
  § 318

  	
  (a)

  	
   

  	
   

  	
   

  	
  108

  



 






Note:                                     This
reconciliation and tie shall not, for any purpose, be deemed to be a part of
this Indenture.


 


x