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Exhibit 4.2    
    


Dated
as of April 4, 2002 


        THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 4, 2002 (the "First 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 each of the Company's subsidiary identified as New Guarantors on the signature pages hereof (individually, a "New Guarantor" and collectively, the "New Guarantors"), and First Union
National Bank, as Trustee under the Indenture, as hereinafter defined (hereinafter the "Trustee"). 



        WHEREAS, the Company, certain Existing Guarantors and the Trustee are parties to an Indenture dated as of December 10, 2001 (the
"Existing Indenture") pursuant to which the Company issued its 83/4% Senior Subordinated Notes due 2011 (hereinafter the "Notes"). All capitalized terms used in this First Supplemental
Indenture and not otherwise defined shall be assigned the meaning ascribed to them in the Existing 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, each New Guarantor wishes 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 First Supplemental Indenture for the purposes stated herein; and 



        WHEREAS, all things necessary have been done to make this First 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 each New Guarantor, in accordance with its terms. 


        NOW, THEREFORE, THIS FIRST 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 First Supplemental Indenture, each New Guarantor shall be deemed to
be a Restricted Subsidiary of the Company and a Guarantor of the Notes and hereby executes and delivers this First 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 May 28, 1998, by and among the Company and certain of its
subsidiaries and The Chase Manhattan Bank, as Agent for the Lenders which are parties thereto, as amended and restated by the Amendment and Restatement dated as of May 9, 2001, as further
amended by Amendment No. 1 dated as of October 30, 2001, and as amended and supplemented from time to time (the "Credit Agreement"), as hereinafter set forth and further provided that
said guarantee of the Notes by each New Guarantor 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.    Each New Guarantor hereby agrees 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 each New Guarantor 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. 


Section III


        Section 3.01.    This
First 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
First Supplemental Indenture may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. 



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


        IN WITNESS WHEREOF, the parties hereto have caused this First 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, Chief Financial Officer



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	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.

WTTE, CHANNEL 28 LICENSEE, INC.

WTTO, INC.

WTVZ, INC.

WYZZ, INC.

KOCB, INC.

FSF-TV, INC.

KSMO LICENSEE, INC.

WDKY, INC.

WYZZ LICENSEE, INC.

KLGT, INC.

SINCLAIR ACQUISITION II, INC.

SINCLAIR COMMUNICATIONS, 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 OKLAHOMA, INC.

SINCLAIR TELEVISION OF TENNESSEE, INC.

SINCLAIR TELEVISION OF LICENSE

  HOLDER, INC.

SINCLAIR TELEVISION OF DAYTON, INC.

SINCLAIR ACQUISITION VII, INC.

SINCLAIR ACQUISITION VIII, INC.

SINCLAIR ACQUISITION IX, INC.

SINCLAIR ACQUISITION X, INC.

SINCLAIR ACQUISITION XI, INC.

SINCLAIR ACQUISITION XII, INC.

MONTECITO BROADCASTING CORPORATION

CHANNEL 33, INC.

WNYO, INC.

NEW YORK TELEVISION, INC.
	

 	
 	

By:	

 	

 
	
	 	 	
	 
	 	 	Name:  David B. Amy

Title:    Secretary (As to All)
	 	 	 	 	 
	 	 	SINCLAIR PROPERTIES, LLC

SINCLAIR PROPERTIES II, LLC
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
 David B. Amy, Manager (as to both)
	 	 	 	 	 





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	 	 	KBSI LICENSEE L.P.

KETK LICENSEE L.P.

WMMP LICENSEE L.P.

WSYT LICENSEE L.P.
	 	 	 	 	 
	 	 	By:	Sinclair Properties, LLC, General Partner	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
	 
	 	 	Name:  David B. Amy, Manager
	 	 	 	 	 
	 	 	WEMT LICENSEE L.P.

WKEF LICENSEE L.P.
	 	 	 	 	 
	 	 	By:	Sinclair Properties II, LLC, General Partner
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
 Name:  David B. Amy, Manager	 
	 	 	 	 	 
	 	 	WGME LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	WGME, Inc., Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	WICD LICENSEE, LLC

WICS LICENSEE, LLC

KGAN LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	Sinclair Acquisition IV, Inc., Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 



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	 	 	WSMH LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	WSMH, Inc., Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	WPGH LICENSEE, LLC

KDNL LICENSEE, LLC

WCWB LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	Sinclair Media I, Inc., Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	WTVZ LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	WTVZ, Inc., Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	CHESAPEAKE TELEVISION LICENSEE, LLC

KABB LICENSEE, LLC

SCI—SACRAMENTO LICENSEE, LLC

WLOS LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	Chesapeake Television, Inc., Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	KLGT LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	KLGT, Inc., Member
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 





5





 

	 	 	WCGV LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	WCGV, Inc., Member
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	SCI—INDIANA LICENSEE, LLC

KUPN LICENSEE, LLC

WEAR LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	Sinclair Media II, Inc.—Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	WLFL LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	WLFL, Inc.—Member
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	WTTO LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	WTTO, Inc.—Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	WTWC LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	WTWC, Inc.—Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	WGGB LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	WGGB, Inc.—Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 



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	 	 	KOCB LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	KOCB, Inc.—Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	WDKY LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	WDKY, Inc., Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	KOKH LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	Sinclair Television of Oklahoma, Inc.	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	WUPN LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	Sinclair Television of Buffalo, Inc., Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	WUXP LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	Sinclair Television of Tennessee, Inc., Member	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 
	 	 	WCHS LICENSEE, LLC
	 	 	 	 	 
	 	 	By:	Sinclair Media III, Inc.	 
	 	 	 	 	 
	 	 	By:	 	 
	
	 	 	
             David B. Amy

             Secretary	 
	 	 	 	 	 





7





 

	 	 	 	 	 
	 	 	 	Sinclair Finance, LLC	 
	 	 	 	 	 
	 	 	By:	 	(SEAL)
	
	 	 	
             David B. Amy, Manager	 
	 	 	 	 	 
	 	 	 	 	 
	ATTEST:	 	NEW GUARANTORS:
	 	 	 	 	 
	 	 	WVTV Licensee, Inc.

Raleigh (WRDC-TV) Licensee, Inc.

Birmingham (WABM-TV) Licensee, Inc.

San Antonio (KRRT-TV) Licensee, Inc.
	 	 	 	 	 
	 	 	By:	 	(SEAL)
	
	 	 	
             David B. Amy,

             Secretary (as to all)	 
	 	 	 	 	 
	 	 	WUTV Licensee, LLC

WMSN Licensee, LLC

WZTV Licensee, LLC

WXLV Licensee, LLC

WRLH Licensee, LLC
	 	 	 	 	 
	 	 	By:	Sinclair Television Company II, Inc.

Sole Member (as to all)
	 	 	 	 	 
	 	 	By:	 	(SEAL)
	
	 	 	
             David B. Amy,

             Secretary	 
	 	 	 	 	 
	 	 	WUHF Licensee, LLC
	 	 	 	 	 
	 	 	By:	Sinclair Television Company, Inc.

Sole Member	 
	 	 	 	 	 
	 	 	By:	 	(SEAL)
	
	 	 	
             David B. Amy,

Secretary	 
	 	 	 	 	 
	 	 	 	 	 
	ATTEST:	 	TRUSTEE:
	 	 	 	 	 
	 	 	 	FIRST UNION NATIONAL BANK,

  AS TRUSTEE	 
	 	 	 	 	 
	 	 	By:	 	(SEAL)
	
	 	 	
	 




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Exhibit 4.2