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Exhibit 4.12    
    


 
 

FIFTH SUPPLEMENTAL INDENTURE
  
    Dated as of July 17, 2003    



        THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of July 17, 2003 (the "Fifth Supplemental Indenture"), by and among Sinclair Broadcast
Group, Inc., a Maryland corporation, (hereinafter the "Company"), certain of the Company's subsidiaries identified as Guarantors on the signature pages hereof (collectively, the "Existing
Guarantors") and the Company's subsidiaries identified as New Guarantors on the signature pages hereof (the "New Guarantors"), and Wachovia Bank, National Association (formerly First Union National
Bank), as Trustee under the Indenture, as hereinafter defined (hereinafter the "Trustee"). 


        WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to an Indenture dated as of March 14, 2002 (the "Existing
Indenture") pursuant to which the Company issued its 8% Senior Subordinated Notes due 2012 (hereinafter the "Notes"). 



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


        WHEREAS, on November 8, 2002, the Company, certain of the Subsidiaries and the Trustee executed the Second Supplemental Indenture
amending certain terms and conditions of the Indenture (the "Second Supplemental Indenture"). 


        WHEREAS, on January 17, 2003, the Company, certain of the Subsidiaries and the Trustee executed the Third Supplemental Indenture
amending certain terms and conditions of the Indenture (the "Third Supplemental Indenture"). 


        WHEREAS, May 9, 2003, the Company and certain of its subsidiaries and Trustee executed the Fourth Supplemental Indenture amending
certain terms and conditions of the Indenture (the "Fourth Supplemental Indenture"). The Indenture, as amended by the First Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, and the Fourth Supplemental Indenture collectively referred to herein as (the "Existing Indenture"). All capitalized terms used in this Fifth Supplemental Indenture and not
otherwise defined shall be assigned the meaning ascribed to them in the Indenture. 


        WHEREAS, the Existing Indenture provides that, without the consent of any Holders, the Company and the Existing Guarantors, when
authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into indentures supplemental thereto or agreements or other instruments with respect to any Guarantee,
in form and substance satisfactory to the Trustee, for the purpose of adding a Guarantor pursuant to the requirements of Section 1014 therein. 



        WHEREAS, the New Guarantors wish to guarantee the Notes pursuant to Section 1014(b) of the Indenture. 


        WHEREAS, pursuant to the Existing Indenture the Company, the Existing Guarantors, the New Guarantors and the Trustee have agreed to enter
into this Fifth Supplemental Indenture for the purposes stated herein; and 


        WHEREAS, all things necessary have been done to make this Fifth Supplemental Indenture, when executed and delivered by the Company, the
Existing Guarantors, and the New Guarantors, the legal, valid and binding agreement of the Company, the Existing Guarantors, and the New Guarantors, in accordance with its terms. 





 



 NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH: 




        The
parties hereto mutually covenant and agree as follows: 


 
 

Section I    
    


        Section 1.01. Pursuant to Section 1014(b) of the Existing Indenture, as of the date of this Fifth Supplemental Indenture, the New Guarantors shall
be deemed to be a Restricted Subsidiary of the Company and a Guarantor of the Notes and hereby executes and delivers this Fifth Supplemental Indenture to evidence its guarantee of the Notes on the
same terms as the guarantee (the "Senior Guarantee") of the indebtedness (the "Senior Indebtedness") associated with the Credit Agreement dated as of July 15, 2002, by and among the Company and
certain of its subsidiaries and JPMorgan Chase Bank, as Agent for the Lenders which are parties thereto and as amended, modified and supplemented from time to time (the "Credit Agreement"), as
hereinafter set forth and further provided that said guarantee of the Notes by the New Guarantors shall be subordinated to the Senior Guarantee to the same extent as the Notes are subordinated to the
Senior Indebtedness pursuant to the Existing Indenture. 


 
 

Section II    
    


        Section 2.01.    Guarantee.    The New Guarantors hereby agree to guarantee the Existing Indenture and the
Notes related thereto pursuant to the terms and conditions of Article Fourteen of the Existing Indenture, such Article Fourteen being incorporated by reference herein as if set forth at length herein. 


        Section 2.02.    Rights of Contribution.    For the purposes of this Section 2.02 Existing Guarantors
and the New Guarantors shall be individually referred to as "Guarantor" and collectively, as "Guarantors." The Guarantors hereby agree, as between themselves, that if any Guarantor (an
"Excess Funding Guarantor") shall pay Indenture Obligations in excess of the Excess Funding Guarantor's Pro Rata Share (as hereinafter defined) of such
Indenture Obligations, the other Guarantors shall, on demand (but subject to the next sentence hereof), pay to the Excess Funding Guarantor an amount equal to their respective Pro Rata Share of such
Excess Funding Guarantor's payment. The payment obligation of any Guarantor to any Excess Funding Guarantor under this Section 2.02 shall be subordinate and subject in right of payment to the
prior payment in full of the obligations of such Guarantor under the other provisions of this Section II and such Excess Funding Guarantor shall not exercise any right or remedy with respect to
such excess until payment and satisfaction in full of all of such obligations. For the purposes hereof, "Pro Rata Share" shall mean, for any Guarantor,
a percentage equal to the percentage of such Guarantor's Net Assets as of the Valuation Date (as defined in the next sentence) of the aggregate Net Assets of all of the Guarantors as at such date. For
purposes of the preceding sentence, the "Valuation Date" shall mean the date hereof; provided that, if the Trustee requests from time to time that the
Guarantors ratify and confirm their respective obligations under this Section II, they shall promptly do so pursuant to an instrument reasonably satisfactory to the Trustee and the Valuation
Date shall mean the date of the latest such ratification and confirmation to occur at the request of the Trustee after the date hereof, and "Net Assets"
shall mean with respect to any Guarantor as at any date, an amount equal to the excess of the fair salable value of the assets of such Guarantor at such date (without taking into account the rights of
such Guarantor under Section 3.08 of the Credit Agreement), and excluding the value of the shares of the stock or other equity interest owned by such Guarantor and any other Guarantor party to
this Indenture, on such date over the amount that would be required to pay the probable liabilities of such Guarantor determined as of such date (excluding the obligations of such Guarantor under
Section 3 of the Credit Agreement) on all of its debts. 


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Section III    
    


        Section 3.01. This Fifth Supplemental Indenture shall be construed as supplemental to the Existing Indenture and shall form a part thereof, and the
Existing Indenture is hereby incorporated by reference herein and, as supplemented hereby and is hereby ratified, approved and confirmed. 


        Section 3.02.
This Fifth Supplemental Indenture may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. This Fifth
Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. 


        Section 3.03.
This Fifth Supplemental Indenture shall be effective and operative on the date and time hereof. 


        [SIGNATURES ON FOLLOWING PAGE]


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



	ATTEST:	 	THE COMPANY:
	

 	
 	

 	
 	

SINCLAIR BROADCAST GROUP, INC.
	

___________________  	
 	

By:	
 	

___________________(SEAL)

David B. Amy, Executive Vice President

and Chief Financial Officer
	

ATTEST AS TO ALL	
 	
SUBSIDIARY GUARANTORS:
	

 	
 	

CHESAPEAKE TELEVISION, INC.

KSMO, INC.

WCGV, INC.

SINCLAIR ACQUISITION IV, INC.

WLFL, INC.

SINCLAIR MEDIA I, INC.

WSMH, INC.

SINCLAIR MEDIA II, INC.

WSTR LICENSEE, INC.

WGME, INC.

SINCLAIR MEDIA III, INC.

WTTO, INC.

WTVZ, INC.

WYZZ, INC.

KOCB, INC.

KSMO LICENSEE, INC.

WDKY, INC.

WYZZ LICENSEE, INC.

KLGT, INC.

SINCLAIR TELEVISION COMPANY II, INC.

WSYX LICENSEE, INC.

WGGB, INC.

WTWC, INC.

SINCLAIR COMMUNICATIONS II, INC.

SINCLAIR HOLDINGS I, INC.

SINCLAIR HOLDINGS II, INC.

SINCLAIR HOLDINGS III, INC.

SINCLAIR TELEVISION COMPANY, INC.

SINCLAIR TELEVISION OF BUFFALO, INC.

SINCLAIR TELEVISION OF CHARLESTON, INC.

SINCLAIR TELEVISION OF NASHVILLE, INC.

SINCLAIR TELEVISION OF NEVADA, INC.

SINCLAIR TELEVISION OF TENNESSEE, INC.

SINCLAIR TELEVISION OF LICENSE HOLDER, INC.

SINCLAIR TELEVISION OF DAYTON, INC.
	 	 	 	 	 



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SINCLAIR ACQUISITION VII, INC.

SINCLAIR ACQUISITION VIII, INC.

SINCLAIR ACQUISITION IX, INC.

SINCLAIR ACQUISITION X, INC.

SINCLAIR ACQUISITION XI, INC.

SINCLAIR ACQUISITION XII, INC.
	

 	
 	

MONTECITO BROADCASTING CORPORATION

CHANNEL 33, INC.

WNYO, INC.

NEW YORK TELEVISION, INC.

WVTV LICENSEE, INC.

RALEIGH (WRDC-TV) LICENSEE, INC.

BIRMINGHAM (WABM-TV) LICENSEE, INC.

SAN ANTONIO (KRRT-TV) LICENSEE, INC.

SINCLAIR ACQUISITION XIII, INC.

SINCLAIR ACQUISITION XIV, INC.

SINCLAIR ACQUISITION XV, INC.

SINCLAIR TELEVISION GROUP, INC.
	

 	
 	

SINCLAIR PROPERTIES, LLC

SINCLAIR PROPERTIES II, LLC
	

 	
 	

KBSI LICENSEE L.P.

KETK LICENSEE L.P.

WMMP LICENSEE L.P.

WSYT LICENSEE L.P.
	

 	
 	

By:	
 	

Sinclair Properties, LLC, General Partner
	

 	
 	

WEMT LICENSEE L.P.

WKEF LICENSEE L.P.
	

 	
 	

By:	
 	

Sinclair Properties II, LLC, General Partner
	

 	
 	

WGME LICENSEE, LLC
	

 	
 	

By:	
 	

WGME, Inc., Member
	

 	
 	

WICD LICENSEE, LLC

WICS LICENSEE, LLC

KGAN LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Acquisition IV, Inc., Member
	

 	
 	

WSMH LICENSEE, LLC
	

 	
 	

By:	
 	

WSMH, Inc., Member
	

 	
 	

WPGH LICENSEE, LLC

KDNL LICENSEE, LLC

WCWB LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Media I, Inc., Member
	

 	
 	

WTVZ LICENSEE, LLC
	

 	
 	

By:	
 	

WTVZ, Inc., Member
	 	 	 	 	 





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CHESAPEAKE TELEVISION LICENSEE, LLC

KABB LICENSEE, LLC

SCI—SACRAMENTO LICENSEE, LLC

WLOS LICENSEE, LLC
	

 	
 	

By:	
 	

Chesapeake Television, Inc., Member
	

 	
 	

KLGT LICENSEE, LLC
	

 	
 	

By:	
 	

KLGT, Inc., Member
	

 	
 	

WCGV LICENSEE, LLC
	

 	
 	

By:	
 	

WCGV, Inc., Member
	

 	
 	

SCI—INDIANA LICENSEE, LLC

KUPN LICENSEE, LLC

WEAR LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Media II, Inc., Member
	

 	
 	

WLFL LICENSEE, LLC
	

 	
 	

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
	

 	
 	

By:	
 	

WDKY, Inc., Member
	

 	
 	

KOKH LICENSEE, LLC
	

 	
 	

By:	
 	

KOKH, LLC., Member
	

 	
 	

By:	
 	

WDKY, Inc., Member of KOKH, LLC
	

 	
 	

WUPN LICENSEE, LLC

WUTV LICENSEE, LLC

WXLV LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Television of Buffalo, Inc., Member
	

 	
 	

WUXP LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Television of Tennessee, Inc., Member
	

 	
 	

WCHS LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Media III, Inc., Member
	 	 	 	 	 



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SINCLAIR FINANCE, LLC

SINCLAIR FINANCE HOLDINGS, LLC
	

 	
 	

By:	
 	

KLGT, Inc., Member
	

 	
 	

WUHF LICENSEE, LLC

WMSN LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Television Company, Inc., Member
	

 	
 	

WZTV LICENSEE, LLC

WVAH LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Television of Nashville, Inc., Member
	

 	
 	

WRLH LICENSEE, LLC

WTAT LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Television of Charleston, Inc., Member
	

 	
 	

WRGT LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Television of Dayton, Inc.
	

 	
 	

SINCLAIR NEWSCENTRAL, LLC
	

 	
 	

By:	
 	

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

 	
 	

SINCLAIR PROGRAMMING COMPANY, LLC

SINCLAIR COMMUNICATIONS, LLC
	

 	
 	

By:	
 	

Sinclair Broadcast Group, Inc., Member
	

 	
 	

KOKH, LLC
	

 	
 	

By:	
 	

WDKY, Inc., Member
	

 	
 	

WRDC, LLC
	

 	
 	

By:	
 	

WLFL, Inc., Member
	

___________________  	
 	

By:	
 	

___________________(SEAL)

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

ATTEST:	
 	
NEW GUARANTORS:
	

 	
 	

KDSM, LLC
	

 	
 	

By:	
 	

Sinclair Broadcast Group, Inc.
	

 	
 	

KDSM LICENSEE, LLC
	

 	
 	

By:	
 	

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

___________________  	
 	

By:	
 	

___________________(SEAL)
	 	 	 	 	David B. Amy, Executive Vice President
	 	 	 	 	 





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ATTEST:	
 	
TRUSTEE:
	

 	
 	

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

___________________  	
 	

By:	
 	

___________________(SEAL)




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Exhibit 4.12


FIFTH SUPPLEMENTAL INDENTURE

Section I

Section II

Section III