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Exhibit 4.3    
    


Dated
as of July 26, 2002 


        THIS SECOND SUPPLEMENTAL INDENTURE, dated as of July 26, 2002 (the "Second 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
Wachovia Bank, National Association (formerly 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
"Indenture") pursuant to which the Company issued its 83/4% Senior Subordinated Notes due 2011 (hereinafter the "Notes"). 


        WHEREAS, on April 4, 2002, the Company and certain of its subsidiaries and the Trustees, executed the First Supplemental Indenture
amending certain terms and conditions of the Indenture (the "First Supplemental Indenture"). The Indenture, as amended by the First Supplemental Indenture collectively referred to herein as (the
"Existing Indenture"). All capitalized terms used in this Second 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, 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 Second Supplemental Indenture for the purposes stated herein; and 


        WHEREAS, all things necessary have been done to make this Second 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 Second 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 Second 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 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
Second 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
Second 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
Second Supplemental Indenture shall be effective and operative on the date and time hereof. 


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        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
	

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.
	 	 	FSF TV, INC.
	 	 	KSMO LICENSEE, INC.
	 	 	WDKY, INC.
	 	 	WYZZ LICENSEE, INC.
	 	 	KLGT, INC.
	 	 	SINCLAIR TELEVISION COMPANY 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.
	 	 	 	 	 	 	 





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	 	 	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 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
	

 	
 	

CHESAPEAKE TELEVISION LICENSEE, LLC
	 	 	KABB LICENSEE, LLC
	 	 	SCI—SACRAMENTO LICENSEE, LLC
	 	 	WLOS LICENSEE, LLC
	

 	
 	

By:	
 	

Chesapeake Television, Inc., Member
	 	 	 	 	 	 	 



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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:	
 	

Sinclair Television of Oklahoma, Inc., Member
	

 	
 	

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
	

 	
 	

SINCLAIR FINANCE, LLC
	

 	
 	

By:	
 	

KLGT, Inc., Member
	

 	
 	

WUHF LICENSEE, LLC
	 	 	WMSN LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Television Company, Inc., Member
	

 	
 	

WZTV LICENSEE, LLC
	 	 	 	 	 	 	 





5





 

	

 	
 	

By:	
 	

Sinclair Television of Nashville, Inc., Member
	

 	
 	

WRLH LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Television of Charleston, Inc., Member
	

 
	
 	

By:	
 	

 
	
 	

(SEAL)
	 	 	 	 	David B. Amy, Manager, in his capacity as Secretary or Manager, as the case may be	 	 



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	ATTEST:	 	NEW GUARANTOR:
	

 	
 	

SINCLAIR ACQUISITION XIII, INC.
	 	 	SINCLAIR ACQUISITION XIV, INC.
	 	 	SINCLAIR ACQUISITION XV, INC.
	

 	
 	

WRGT LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Television of Dayton, Inc., Member
	

 	
 	

WTAT LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Television of Charleston, Inc., Member
	

 	
 	

WVAH LICENSEE, LLC
	

 	
 	

By:	
 	

Sinclair Television of Nashville, Inc., Member
	

 	
 	

SINCLAIR NEWSCENTRAL, LLC
	

 	
 	

By:	
 	

Sinclair Communications, Inc.
	

 
	
 	

By:	
 	

 
	
 	

(SEAL)
	 	 	 	 	David B. Amy, Secretary as to all	 	 
	

ATTEST:	
 	
TRUSTEE:
	

 	
 	

 	
 	

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

 
	
 	

By:	
 	

 
	
 	

(SEAL)




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Exhibit 4.3