Exhibit 10.22


 




 





 


YOUNG BROADCASTING INC.,



as Issuer,



THE INITIAL GUARANTORS



named herein



AND



WACHOVIA BANK, NATIONAL ASSOCIATION



as Trustee



INDENTURE



Dated as of December 23, 2003















$140,000,000



8 3/4% SENIOR SUBORDINATED NOTES DUE 2014, SERIES A

8 3/4% SENIOR SUBORDINATED NOTES DUE 2014, SERIES B


 




 





 

















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
   

  	
  7.10

  
	
  (a)(2)

  	
   

  	
   

  	
  7.10

  
	
  (a)(3)

  	
   

  	
   

  	
  N.A.**

  
	
  (a)(4)

  	
   

  	
   

  	
  N.A.

  
	
  (a)(5)

  	
   

  	
   

  	
  7.10

  
	
  (b)

  	
   

  	
   

  	
  7.10

  
	
  (c)

  	
   

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
   

  	
  7.11

  
	
  (b)

  	
   

  	
   

  	
  7.11

  
	
  (c)

  	
   

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
   

  	
  2.05

  
	
  (b)

  	
   

  	
   

  	
  12.03

  
	
  (c)

  	
   

  	
   

  	
  12.03

  
	
  313(a)

  	
   

  	
   

  	
  7.06

  
	
  (b)(1)

  	
   

  	
   

  	
  N.A.

  
	
  (b)(2)

  	
   

  	
   

  	
  7.06

  
	
  (c)

  	
   

  	
   

  	
  7.06; 12.02

  
	
  (d)

  	
   

  	
   

  	
  7.06

  
	
  314(a)

  	
   

  	
   

  	
  4.02; 12.02

  
	
  (b)

  	
   

  	
   

  	
  N.A.

  
	
  (c)(1)

  	
   

  	
   

  	
  12.04

  
	
  (c)(2)

  	
   

  	
   

  	
  12.04

  
	
  (c)(3)

  	
   

  	
   

  	
  N.A.

  
	
  (d)

  	
   

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
   

  	
  12.05

  
	
  (f)

  	
   

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
   

  	
  7.01

  
	
  (b)

  	
   

  	
   

  	
  7.05

  
	
  (c)

  	
   

  	
   

  	
  7.01

  
	
  (d)

  	
   

  	
   

  	
  7.01

  
	
  (e)

  	
   

  	
   

  	
  6.11

  
	
  316(a)(last sentence)

  	
   

  	
   

  	
  2.09

  
	
  (a)(1)(A)

  	
   

  	
   

  	
  6.05

  
	
  (a)(1)(B)

  	
   

  	
   

  	
  6.04

  
	
  (a)(2)

  	
   

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
   

  	
  6.04; 6.07

  
	
  317(a)(1)

  	
   

  	
   

  	
  6.08

  
	
  (a)(2)

  	
   

  	
   

  	
  6.09

  
	
  (b)

  	
   

  	
   

  	
  2.04

  
	
  318(a)

  	
   

  	
   

  	
  12.01

  



 












*                                            This
Cross-Reference Table is not part of the Indenture.


 


**                                        Not
applicable.


 

















 


 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Definitions

  	
   

  
	
  SECTION 1.02.

  	
  Other Definitions

  	
   

  
	
  SECTION 1.03.

  	
  Incorporation by Reference of TIA

  	
   

  
	
  SECTION 1.04.

  	
  Rules of Construction

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  
	
  THE NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Form and Dating

  	
   

  
	
  SECTION 2.02.

  	
  Execution and Authentication

  	
   

  
	
  SECTION 2.03.

  	
  Registrar and Paying Agent

  	
   

  
	
  SECTION 2.04.

  	
  Paying Agent to Hold Money in Trust

  	
   

  
	
  SECTION 2.05.

  	
  Holder Lists

  	
   

  
	
  SECTION 2.06.

  	
  Transfer and Exchange

  	
   

  
	
  SECTION 2.07.

  	
  Replacement Notes

  	
   

  
	
  SECTION 2.08.

  	
  Outstanding Notes

  	
   

  
	
  SECTION 2.09.

  	
  Treasury Notes

  	
   

  
	
  SECTION 2.10.

  	
  Temporary Notes

  	
   

  
	
  SECTION 2.11.

  	
  Cancellation

  	
   

  
	
  SECTION 2.12.

  	
  Defaulted Interest

  	
   

  
	
  SECTION 2.13.

  	
  Record Date

  	
   

  
	
  SECTION 2.14.

  	
  CUSIP Number

  	
   

  
	
  SECTION 2.15.

  	
  Book-Entry Provisions for Global Notes

  	
   

  
	
  SECTION 2.16.

  	
  Special Transfer Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  
	
  REDEMPTIONS AND OFFERS TO PURCHASE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Notice
  to Trustee

  	
   

  
	
  SECTION 3.02.

  	
  Selection of Notes to Be Redeemed or
  Purchased

  	
   

  
	
  SECTION 3.03.

  	
  Notice of Redemption

  	
   

  
	
  SECTION 3.04.

  	
  Effect of Notice of Redemption

  	
   

  
	
  SECTION 3.05.

  	
  Deposit of Redemption Price

  	
   

  
	
  SECTION 3.06.

  	
  Notes Redeemed in Part

  	
   

  
	
  SECTION 3.07.

  	
  Redemption Provisions

  	
   

  
	
  SECTION 3.08.

  	
  Procedures Relating to Mandatory Offers

  	
   

  



 


i

















 


	
  ARTICLE IV

  	
   

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Payment of Principal, Premium and Interest

  	
   

  
	
  SECTION 4.02.

  	
  Reports

  	
   

  
	
  SECTION 4.03.

  	
  Compliance Certificate

  	
   

  
	
  SECTION 4.04.

  	
  Stay, Extension and Usury Laws

  	
   

  
	
  SECTION 4.05.

  	
  Limitation on Restricted Payments

  	
   

  
	
  SECTION 4.06.

  	
  Corporate Existence

  	
   

  
	
  SECTION 4.07.

  	
  Limitation on Incurrence of Indebtedness
  and Issuance of Disqualified Stock

  	
   

  
	
  SECTION 4.08.

  	
  Limitation on Transactions with Affiliates

  	
   

  
	
  SECTION 4.09.

  	
  Limitation on Liens

  	
   

  
	
  SECTION 4.10.

  	
  Taxes

  	
   

  
	
  SECTION 4.11.

  	
  Limitation on Dividends and Other Payment
  Restrictions Affecting Restricted Subsidiaries

  	
   

  
	
  SECTION 4.12.

  	
  Maintenance of Office or Agency

  	
   

  
	
  SECTION 4.13.

  	
  Change of Control.

  	
   

  
	
  SECTION 4.14.

  	
  Limitation on Asset Sales

  	
   

  
	
  SECTION 4.15.

  	
  Limitation on Guarantees of Company
  Indebtedness by Restricted Subsidiaries

  	
   

  
	
  SECTION 4.16.

  	
  Limitation on Incurrence of Senior
  Subordinated Debt

  	
   

  
	
  SECTION 4.17.

  	
  Limitation on Subsidiary Capital Stock

  	
   

  
	
  SECTION 4.18.

  	
  Future Subsidiary Guarantors

  	
   

  
	
  SECTION 4.19.

  	
  Limitation on Certain Transfers of Assets

  	
   

  
	
  SECTION 4.20.

  	
  Maintenance of Properties

  	
   

  
	
  SECTION 4.21.

  	
  Maintenance of Insurance

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  
	
  SUCCESSORS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  Merger, Consolidation and Sale of Assets

  	
   

  
	
  SECTION 5.02.

  	
  Surviving Person Substituted

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFAULTS AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Events of Default

  	
   

  
	
  SECTION 6.02.

  	
  Acceleration

  	
   

  
	
  SECTION 6.03.

  	
  Other Remedies

  	
   

  
	
  SECTION 6.04.

  	
  Waiver of Past Defaults

  	
   

  
	
  SECTION 6.05.

  	
  Control by Majority of Holders

  	
   

  
	
  SECTION 6.06.

  	
  Limitation of Suits by Holders

  	
   

  



 


ii

















 


	
  SECTION 6.07.

  	
  Rights of Holders to Receive Payment

  	
   

  
	
  SECTION 6.08.

  	
  Collection Suit by Trustee

  	
   

  
	
  SECTION 6.09.

  	
  Trustee May File Proofs of Claim

  	
   

  
	
  SECTION 6.10.

  	
  Priorities

  	
   

  
	
  SECTION 6.11.

  	
  Undertaking for Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
  Duties of Trustee

  	
   

  
	
  SECTION 7.02.

  	
  Rights of Trustee

  	
   

  
	
  SECTION 7.03.

  	
  Individual Rights of Trustee

  	
   

  
	
  SECTION 7.04.

  	
  Trustee’s Disclaimer

  	
   

  
	
  SECTION 7.05.

  	
  Notice to Holders of Defaults and Events of
  Default

  	
   

  
	
  SECTION 7.06.

  	
  Reports by Trustee to Holders

  	
   

  
	
  SECTION 7.07.

  	
  Compensation and Indemnity

  	
   

  
	
  SECTION 7.08.

  	
  Replacement of Trustee

  	
   

  
	
  SECTION 7.09.

  	
  Successor Trustee by Merger, Etc.

  	
   

  
	
  SECTION 7.10.

  	
  Eligibility; Disqualification

  	
   

  
	
  SECTION 7.11.

  	
  Preferential Collection of Claims Against
  Company

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  	
   

  
	
  DISCHARGE OF INDENTURE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Discharge of Liability on Notes; Defeasance

  	
   

  
	
  SECTION 8.02.

  	
  Conditions to Defeasance

  	
   

  
	
  SECTION 8.03.

  	
  Application of Trust Money

  	
   

  
	
  SECTION 8.04.

  	
  Repayment to Company

  	
   

  
	
  SECTION 8.05.

  	
  Indemnity for U.S. Government Obligations

  	
   

  
	
  SECTION 8.06.

  	
  Reinstatement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  	
   

  
	
  AMENDMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
  Amendments and Supplements Permitted Without
  Consent of Holders

  	
   

  
	
  SECTION 9.02.

  	
  Amendments and Supplements Requiring
  Consent of Holders

  	
   

  
	
  SECTION 9.03.

  	
  Compliance with TIA

  	
   

  
	
  SECTION 9.04.

  	
  Revocation and Effect of Consents

  	
   

  
	
  SECTION 9.05.

  	
  Notation on or Exchange of Notes

  	
   

  
	
  SECTION 9.06.

  	
  Trustee Protected

  	
   

  
	
  SECTION 9.07.

  	
  Amendments Requiring Consent of Holders of
  Senior Debt

  	
   

  



 


iii

















 


	
  ARTICLE X

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBORDINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
  Agreement to Subordinate

  	
   

  
	
  SECTION 10.02.

  	
  Liquidation; Dissolution; Bankruptcy

  	
   

  
	
  SECTION 10.03.

  	
  Default on Senior Debt

  	
   

  
	
  SECTION 10.04.

  	
  Acceleration of Notes

  	
   

  
	
  SECTION 10.05.

  	
  When Distributions Must Be Paid Over

  	
   

  
	
  SECTION 10.06.

  	
  Notice

  	
   

  
	
  SECTION 10.07.

  	
  Subrogation

  	
   

  
	
  SECTION 10.08.

  	
  Relative Rights

  	
   

  
	
  SECTION 10.09.

  	
  The Company and Holders May Not Impair
  Subordination

  	
   

  
	
  SECTION 10.10.

  	
  Distribution or Notice to Representative

  	
   

  
	
  SECTION 10.11.

  	
  Rights of Trustee and Paying Agent

  	
   

  
	
  SECTION 10.12.

  	
  Authorization to Effect Subordination

  	
   

  
	
  SECTION 10.13.

  	
  Payment

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
   

  	
   

  	
   

  
	
  INITIAL GUARANTEES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
  Initial Guarantees

  	
   

  
	
  SECTION 11.02.

  	
  Trustee to Include Paying Agents

  	
   

  
	
  SECTION 11.03.

  	
  Subordination of Initial Guarantees

  	
   

  
	
  SECTION 11.04.

  	
  Senior Subordinated Debt of Initial
  Guarantors

  	
   

  
	
  SECTION 11.05.

  	
  Limits on Initial Guarantees

  	
   

  
	
  SECTION 11.06.

  	
  Execution of Initial Guarantee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 12.01.

  	
  Trust Indenture Act Controls

  	
   

  
	
  SECTION 12.02.

  	
  Notices

  	
   

  
	
  SECTION 12.03.

  	
  Communication by Holders with Other Holders

  	
   

  
	
  SECTION 12.04.

  	
  Certificate and Opinion as to Conditions
  Precedent

  	
   

  
	
  SECTION 12.05.

  	
  Statements Required in Certificate or
  Opinion

  	
   

  
	
  SECTION 12.06.

  	
  Rules by Trustee and Agents

  	
   

  
	
  SECTION 12.07.

  	
  Legal Holidays

  	
   

  
	
  SECTION 12.08.

  	
  No Recourse Against Others

  	
   

  
	
  SECTION 12.09.

  	
  Counterparts

  	
   

  
	
  SECTION 12.10.

  	
  Initial Appointments, Compliance
  Certificates

  	
   

  
	
  SECTION 12.11.

  	
  Governing Law

  	
   

  
	
  SECTION 12.12.

  	
  No Adverse Interpretation of Other
  Agreements

  	
   

  
	
  SECTION 12.13.

  	
  Successors

  	
   

  



 


iv

















 


	
  SECTION 12.14.

  	
  Severability

  	
   

  
	
  SECTION 12.15.

  	
  Third Party Beneficiaries

  	
   

  
	
  SECTION 12.16.

  	
  Table
  of Contents, Headings, Etc.

  	
   

  



 


v

















 


THIS INDENTURE, dated as of December 23, 2003, is by and among
(i) Young Broadcasting Inc. (the “Company”),  as issuer of the 8 3/4%
Senior Subordinated Notes due 2014 (the “Notes”), (ii) Young Broadcasting of Albany, Inc.,
Young Broadcasting of Lansing, Inc., Winnebago Television Corporation, Young
Broadcasting of Nashville, Inc., YBT, Inc., WKRN, G.P., Young Broadcasting of
Louisiana, Inc., LAT, Inc., KLFY, L.P., Young Broadcasting of Richmond, Inc.,
Young Broadcasting of Green Bay, Inc., Young Broadcasting of Knoxville, Inc.,
WATE, G.P., YBK, Inc., Young Broadcasting of Davenport, Inc., Young
Broadcasting of Sioux Falls, Inc., Young Broadcasting of Rapid City, Inc.,
Honey Bucket Films, Inc., Adam Young Inc. and Young Broadcasting of
San Francisco, Inc., as guarantors of the Company’s obligations under this
Indenture and the Notes (each an “Initial Guarantor”), and (iii) Wachovia
Bank, National Association, as trustee (the “Trustee”).


 


The Company, each Initial Guarantor and the Trustee agree as follows
for the benefit of each other and for the equal and ratable benefit of the
holders of the Notes:


 


ARTICLE I


 


DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION 1.01.                                                                 Definitions.


 


“Acquired
Debt” means, with respect to any specified Person, Indebtedness of
any other Person (the “Acquired Person”)  existing at the time the
Acquired Person merges with or into, or becomes a Subsidiary of, such specified
Person, including Indebtedness incurred in connection with, or in contemplation
of, the Acquired Person merging with or into, or becoming a Subsidiary of, such
specified Person.


 


“Additional
Assets” means any property or assets (other than Indebtedness) used
or useful in the television or broadcast business, including all of the Capital
Stock of any entity owning such property or assets.


 


“Additional
Guarantee” means any guarantee of the Company’s obligations under
this Indenture and the Notes issued after the Issue Date pursuant to
Section 4.15.


 


“Additional
Guarantor” means any Subsidiary of the Company that guarantees the
Company’s obligations under this Indenture and the Notes issued after the Issue
Date pursuant to Section 4.15 or Section 4.18.


 


“Additional
Notes” means Notes issued under this Indenture after the Issue Date
and in compliance with Sections 2.02 and 4.07, it being understood that any
Notes issued in exchange for or replacement of any Notes shall not be
Additional Notes, including any such Notes issued in compliance with the
Registration Rights Agreement.


 


“Affiliate”
means, with respect to any specified Person, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.  For
purposes of this definition, “control” (including, with correlative meanings,
the terms “controlling,” “controlled by” and “under common control with”) of
any Person means the possession, directly or indirectly, of the power to direct
or cause the direction of the


 

















 


management or policies of such Person, whether through the ownership of
voting securities, by agreement or otherwise.


 


“Agent”
means any Registrar, Paying Agent, or co-registrar.


 


“Asset
Sale” means (i) any sale, lease, conveyance or other disposition by
the Company or any Restricted Subsidiary of any assets (including by way of a
sale-and-leaseback) other than in the ordinary course of business (provided
that the sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company shall not be an “Asset Sale” but instead shall
be governed by the provisions of Section 5.01), or (ii) the issuance or
sale of Capital Stock of any Restricted Subsidiary, in each case, whether in a
single transaction or a series of related transactions, to any Person (other
than to the Company or a Wholly Owned Restricted Subsidiary) for Net Proceeds
in excess of $1,000,000.


 


“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 Company’s board of directors or any authorized
committee of such board of directors.


 


“Business
Day” means any day other than a Legal Holiday.


 


“Capital
Lease Obligation” of any Person means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital
lease for property leased by such Person that would at such time be required to
be capitalized on the balance sheet of such Person in accordance with GAAP.


 


“Capital
Stock” 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 Stock.


 


“Cash
Equivalents”  means (a) securities with maturities of one
year or less from the date of acquisition, issued, fully guaranteed or insured
by the United States Government or any agency thereof, (b) certificates of
deposit, time deposits, overnight bank deposits, bankers’ acceptances and
repurchase agreements issued by a Qualified Issuer having maturities of 270
days or less from the date of acquisition, (c) commercial paper of an issuer
rated at least A-2 by Standard & Poor’s Corporation or P-2 by Moody’s
Investors Service, Inc., or carrying an equivalent rating by a nationally
recognized rating agency if both of the two named rating agencies cease
publishing ratings of investments and having maturities of 270 days or less
from the date of acquisition, and (d) money market accounts or funds with or issued
by Qualified Issuers.


 


“Change
of Control” means the occurrence of either 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


 


2

















 


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 30% of the total
outstanding Voting Stock of the Company; provided that 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 (ii) during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election to such Board of Directors, or
whose nomination for election by the stockholders of the Company, was approved
by a vote of 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.


 


“Commission”  means
the Securities and Exchange Commission.


 


“Company”
means Young Broadcasting Inc., a Delaware corporation, unless and until a
successor replaces it in accordance with Article V and thereafter means
such successor.


 


“Consolidated
Interest Expense” means, with respect to any period, the sum of
(i) the interest expense of the Company and its Restricted Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP
consistently applied, including, without limitation, (a) amortization of debt
discount, (b) the net payments, if any, under interest rate contracts
(including amortization of discounts), (c) the interest portion of any deferred
payment obligation and (d) accrued interest, plus (ii) 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 Restricted Subsidiaries, in each case as determined on a
consolidated basis in accordance with GAAP consistently applied.


 


“Consolidated
Net Income”  means, with respect to any period, the
net income (or loss) of the Company and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP consistently
applied, adjusted, to the extent included in calculating such net income (or
loss), 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 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 Restricted
Subsidiaries by such other Person during such period, (iii) net income (or
loss) of any Person combined with the Company or any of its Restricted
Subsidiaries on a “pooling of interests” basis attributable to any period prior
to the date of combination, (iv) net gain but not losses (less all fees and
expenses relating thereto) in respect of dispositions of assets (including,
without limitation, pursuant to sale and leaseback transactions) other than in
the ordinary course of business, or (v) the net income of any Restricted
Subsidiary to the extent that the declaration of dividends or similar
distributions by that Restricted Subsidiary of that income to the Company 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 that Restricted Subsidiary or its
stockholders.


 


3

















 


“Consolidated
Net Worth” means, with respect to any Person on any date, the equity
of the common and preferred stockholders of such Person and its Restricted
Subsidiaries as of such date, determined on a consolidated basis in accordance
with GAAP consistently applied.


 


“Corporate
Trust Office” shall be at the address of the Trustee specified in
Section 12.02 or such other address as the Trustee may give notice to the
Company.


 


“Credit
Agreement”  means the $250,000,000 Third Amended and
Restated Credit Agreement dated as of December 22, 2003 between the
Company, the banks listed therein, Deutsche Bank Trust Company Americas as Administrative
Agent and the other parties thereto, as the same may be amended, modified,
renewed, refunded, replaced or refinanced from time to time, including
(i) any related notes, letters of credit, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, modified, renewed, refunded, replaced or refinanced from
time to time, and (ii) any notes, guarantees, collateral documents,
instruments and agreements executed in connection with any such amendment,
modification, renewal, refunding, replacement or refinancing.


 


“Cumulative
Consolidated Interest Expense” means, as of any date of determination,
Consolidated Interest Expense from October 1, 1994 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 1, 1994 to the end of the Company’s most recently
ended fullfiscal quarter prior to such date, taken as a single accounting
period.


 


“Custodian”  means
any custodian, receiver, trustee, assignee, liquidator or similar official
under any Bankruptcy Law.


 


“Debt
to Operating Cash Flow Ratio” means, with respect to any date of
determination, the ratio of (i) the aggregate principal amount of all
outstanding Indebtedness of the Company and its Restricted Subsidiaries as of
such date on a consolidated basis, plus the aggregate liquidation preference or
redemption amount of all Disqualified Stock of the Company and its Restricted
Subsidiaries (excluding any such Disqualified Stock held by the Company or its
Wholly Owned Restricted Subsidiaries), to (ii) Operating Cash Flow of the
Company and its Restricted Subsidiaries on a consolidated basis for the four
most recent full fiscal quarters ending on or immediately prior to such date,
determined on a pro forma basis 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 its 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 Debt, the related acquisition as if such acquisition had occurred at
the beginning of such four-quarter period; and (iv) any acquisition or
disposition by the Company and its Restricted Subsidiaries of any company or
any business or any


 


4

















 


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 that is, or after the giving of notice or passage of time or
both would be, an Event of Default.


 


“Designated
Senior Debt” means (i) the Senior Bank Debt, and (ii) any other Senior
Debt of the Company permitted to be incurred under this Indenture the principal
amount of which is $20,000,000 or more at the time of the designation of such
Senior Debt as “Designated Senior Debt” by the Company in a written instrument
delivered to the Trustee.


 


“Disposition”
means, with respect to any Person, any merger, consolidation or other business
combination involving such Person (whether or not such Person is the Surviving
Person) or the sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of such Person’s assets.


 


“Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the
option of the holder thereof (other than upon a change of control of the
Company in circumstances where the holders of the Notes would have similar
rights), in whole or in part on or prior to the stated maturity of the Notes.


 


“Dollars”
or “$”
means lawful money of the United States of America.


 


“Exchange
Act”  means the Securities Exchange Act of 1934, as amended.


 


“Existing
Notes” means each of the Company’s (i) 81⁄2% Senior Notes due
2008 and (ii) 10% Senior Subordinated Notes due 2011.


 


“Existing
Notes Indentures”  means the indentures pursuant to which
the Existing Notes were issued.


 


“Film
Contracts” means contracts with suppliers that convey the right to
broadcast specified films, videotape motion pictures, syndicated television
programs or sports or other programming.


 


“Final
Memorandum” means the Final Offering Memorandum of the Company and
the Initial Guarantors, dated December 12, 2003, which describes the
Notes.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are in effect on the Issue Date.


 


5

















 


“Global
Note”  means a Note evidencing all or a part of the Notes issued
to the Depository in accordance with Section 2.01 and bearing the legend
prescribed in Exhibit B.


 


“Guarantee”
means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any
manner (including, without limitation, letters of credit and reimbursement
agreements in respect thereof), of all or any part of any Indebtedness.


 


“Holder”
means any person in whose name a Note is registered.


 


“Indebtedness”  means,
with respect to any Person, without duplication, and whether or not contingent,
(i) all indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services or which is evidenced by a note, bond,
debenture or similar instrument, (ii) all Capital Lease Obligations of such
Person, (iii) all obligations of such Person in respect of letters of credit or
bankers’ acceptances issued or created for the account of such Person, (iv) all
Interest Rate Agreement Obligations of such Person, (v) all liabilities
secured by any Lien on any property owned by such Person even if such Person
has not assumed or otherwise become liable for the payment thereof to the
extent of the value of the property subject to such Lien, (vi) all obligations
to purchase, redeem, retire, or otherwise acquire for value any Capital Stock
of such Person, or any warrants, rights or options to acquire such Capital
Stock, now or hereafter outstanding, (vii) to the extent not included in (vi),
all Disqualified Stock issued by such Person, valued at the greater of its voluntary
or involuntary maximum fixed repurchase price plus accrued and unpaid dividends
thereon, and (viii) to the extent not otherwise included, any guarantee by such
Person of any other Person’s indebtedness or other obligations described in
clauses (i) through (vii) above. 
“Indebtedness” of the Company and the Restricted Subsidiaries shall not
include current trade payables incurred in the ordinary course of business and
payable in accordance with customary practices, and non-interest bearing
installment obligations and accrued liabilities incurred in the ordinary course
of business which are not more than 90 days past due.  For purposes hereof, the “maximum fixed repurchase price” of any
Disqualified Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Stock as if such
Disqualified Stock 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 Stock,
such fair market value is to be determined in good faith by the board of
directors of the issuer of such Disqualified Stock.


 


“Indenture”
means this Indenture as amended or supplemented from time to time.


 


“Independent
Director”  means a director of the Company other
than a director (i) who (apart from being a director of the Company or any
Subsidiary) is an employee, associate or Affiliate of the Company or a
Subsidiary or has held any such position during the previous five years, or
(ii) who is a director, employee, associate or Affiliate of another party to
the transaction in question.


 


“Initial
Guarantees” means the guarantees of the Company’s obligations under
this Indenture and the Notes by the Initial Guarantors.


 


6

















 


“Initial
Guarantors”  means (i) Young Broadcasting of
Albany, Inc., a Delaware corporation, (ii) Young Broadcasting of Lansing,
Inc., a Michigan corporation, (iii) Winnebago Television Corporation, an
Illinois corporation, (iv) Young Broadcasting of Nashville, Inc., a
Delaware corporation, (v) YBT, Inc., a Delaware corporation,
(vi) WKRN, G.P., a Delaware general partnership, (vii) Young
Broadcasting of Louisiana, Inc., a Delaware corporation, (viii) LAT, Inc.,
a Delaware corporation, (ix) KLFY, L.P., a Delaware limited partnership,
(x) Young Broadcasting of Richmond, Inc., a Delaware corporation,
(xi) Young Broadcasting of Green Bay, Inc., a Delaware corporation,
(xii) Young Broadcasting of Knoxville, Inc., a Delaware corporation,
(xiii) WATE, G.P., a Delaware general partnership, (xiv) YBK, Inc. a
Delaware corporation, (xv) Young Broadcasting of Davenport, Inc., a
Delaware corporation, (xvi) Young Broadcasting of Sioux Falls, Inc., a
Delaware corporation, (xvii) Young Broadcasting of Rapid City, Inc., a
Delaware corporation, (xviii) Young Broadcasting of San Francisco,
Inc., a Delaware corporation, (xix) Honey Bucket Films, Inc., a Delaware
corporation, and (xx) Adam Young Inc., a Delaware corporation.


 


“Initial
Purchasers” means Deutsche Bank Securities Inc. and Wachovia Capital
Markets, LLC.


 


“Insolvency
or Liquidation Proceeding”  means, with respect to any Person, any
liquidation, dissolution or winding up of such Person, or any bankruptcy,
reorganization, insolvency, receivership or similar proceeding with respect to
such Person, whether voluntary or involuntary.


 


“Institutional
Accredited Investor” means an institution that is an “accredited investor”
as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.


 


“Interest
Differential”  means, with respect to any Insolvency or
Liquidation Proceeding involving the Company, the difference between the rate
of interest on the Notes and the rate of interest on the Senior Bank Debt
immediately prior to the commencement of such Insolvency or Liquidation
Proceeding, excluding in each case any increase in the rate of interest resulting
from any default or event of default.


 


“Interest
Rate Agreement Obligations” means, with respect to any Person, the Obligations
of such Person under (i) interest rate swap agreements, interest rate cap agreements
and interest rate collar agreements, and (ii) other agreements or arrangements
designed to protect such Person against fluctuations in interest rates.


 


“Investments”  means,
with respect to any Person, all investments by such Person in other Persons
(including Affiliates of such Person) in the form of loans, Guarantees,
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Capital
Stock or other securities and all other items that are or would be classified
as investments on a balance sheet prepared in accordance with GAAP.


 


“Issue”  means
create, issue, assume, guarantee, incur or otherwise become, directly or
indirectly, liable for any Indebtedness or Capital Stock, as applicable; provided, however,  that
any Indebtedness or Capital Stock of a Person existing at the time such Person
becomes


 


7

















 


a Restricted Subsidiary (whether by designation, merger, consolidation,
acquisition or otherwise) shall be deemed to be issued by such Restricted
Subsidiary at the time it becomes a Restricted Subsidiary.  For this definition, the terms “ issuing,”
“issuer,” “issuance” and “issued” have meanings correlative to the foregoing.


 


“Issue
Date” means the date of original issuance of the Notes.


 


“Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions
in the City of New York or in the city in which the designated corporate
trust office of the Trustee is located are not required to be open.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
any asset and any filing of, or agreement to give, any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.


 


“Net
Proceeds” means, with respect to any Asset Sale by any Person, the
aggregate cash proceeds received by such Person and/or its Affiliates in
respect of such Asset Sale, which amount is equal to the excess, if any, of (i)
the cash received by such Person and/or its Affiliates (including any cash
payments received by way of deferred payment pursuant to, or monetization of, a
note or installment receivable or otherwise, but only as and when received) in
connection with such Asset Sale, over (ii) the sum of (a) the amount of any
Indebtedness that is secured by such asset and which is required to be repaid
by such Person in connection with such Asset Sale, plus (b) all fees,
commissions and other expenses incurred by such Person in connection with such
Asset Sale, plus (c) provision for taxes, including income taxes, attributable
to the Asset Sale or attributable to required prepayments or repayments of
Indebtedness with the proceeds of such Asset Sale, plus (d) a reasonable
reserve for the after-tax cost of any indemnification payments (fixed or
contingent) attributable to seller’s indemnities to purchaser in respect of
such Asset Sale undertaken by the Company or any of its Restricted Subsidiaries
in connection with such Asset Sale, plus (e) if such Person is a Restricted
Subsidiary, any dividends or distributions payable to holders of minority
interests in such Restricted Subsidiary from the proceeds of such Asset Sale.


 


“Notes”  means
the Series A Notes and Series B Notes as amended or supplemented from
time to time in accordance with the terms hereof that are issued pursuant to
this Indenture.


 


“Obligations”  means
any principal, interest (including, without limitation, Post-Petition
Interest), penalties, fees, indemnifications, reimbursement obligations,
damages and other liabilities payable under the documentation governing any
Indebtedness.


 


“Offer”
means a Change of Control Offer made pursuant to Section 4.13 or an Asset
Sale Offer made pursuant to Section 4.14.


 


8

















 


“Officer”
means, with respect to any Person, the Chairman, the President, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary
or any Vice-President of such Person.


 


“Officers’
Certificate” means a certificate signed by two Officers of the Company.


 


“Offshore
Physical Notes” has the meaning set forth in Section 2.01.


 


“Operating
Cash Flow” means, with respect to any period, the Consolidated Net
Income of the Company and its Restricted Subsidiaries for such period, plus (i)
extraordinary net losses and net losses realized on any sale of assets during
such period, to the extent such losses were deducted in computing Consolidated
Net Income, plus (ii) provision for taxes based on income or profits, to the
extent such provision for taxes was included in computing such Consolidated Net
Income, and any provision for taxes utilized in computing the net losses under
clause (i) hereof, plus (iii) Consolidated Interest Expense of the Company
and its Restricted Subsidiaries for such period, plus (iv) 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 (including amortization of goodwill and other
intangibles, including Film Contracts and write-downs of Film Contracts), minus
(v) 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).


 


“Opinion
of Counsel”  means a written opinion in form and
substance satisfactory to, and from legal counsel acceptable to, the Trustee
(such counsel may be an employee of or counsel to the Company or the Trustee).


 


“Permitted
Holders”  means (i) any of Adam Young or Vincent
Young; (ii) the spouse, ancestors, siblings, descendants (including children or
grandchildren by adoption) of any such siblings or the spouse of any of the
Persons described in clause (i); (iii) 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, in each case who at any particular date shall beneficially own
or have the right to acquire, directly or indirectly, Capital Stock of the
Company; (iv) any trusts created for the benefit of the Persons described in
clause (i), (ii) or (iii) or any trust for the benefit of any such trust;
or (v) any Person controlled by any of the Persons described in
clause (i), (ii), (iii) or (iv). 
For purposes of this definition, “control,” as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through ownership of voting securities or by contract or otherwise.


 


“Permitted
Investments” means (i) any Investment in the Company or any Wholly
Owned Restricted Subsidiary; (ii) any Investments in Cash Equivalents; (iii)
any Investment in a Person (an “Acquired Person”)  if, as a result of such
Investment, (a) the Acquired Person becomes a Wholly Owned Restricted
Subsidiary of the Company, or (b) the Acquired Person either (1) is merged,
consolidated or amalgamated with or into the Company or one of its Wholly Owned
Restricted Subsidiaries and the Company or such Wholly Owned Restricted
Subsidiary is the Surviving Person, or (2) transfers or conveys substantially
all of its assets to, or is liquidated


 


9

















 


into, the Company or one of its Wholly Owned Restricted Subsidiaries;
(iv) Investments in accounts and notes receivable acquired in the ordinary
course of business; (v) notes from employees issued to the Company representing
(x) loans for the payment of the exercise price of options to purchase Capital
Stock of the Company or (y) loans to satisfy federal income tax withholding
requirements relating to the issuance of Capital Stock of the Company pursuant
to the Company’s Incentive Stock Grant Program, in an aggregate amount not to
exceed $2,000,000 outstanding at any one time; (vi) any securities received in
connection with an Asset Sale that complies with Section 4.14;
(vii) Interest Rate Agreement Obligations permitted pursuant to
Section 4.07(b); (viii) any Guarantee issued by any Subsidiary of the
Company in respect of Senior Debt and any Subsidiary Guarantee; and
(ix) any other Investments that do not exceed $15,000,000 in amount in the
aggregate at any one time outstanding.


 


“Permitted
Liens”  means (i) Liens on assets or property of the Company that secure
Senior Debt of the Company and Liens on assets or property of a Restricted
Subsidiary that secure Senior Debt of such Restricted Subsidiary, in each case
in which such Senior Debt is permitted under the provisions of
Section 4.07 and provided that the provisions of
Section 4.15 are complied with; (ii) Liens securing Indebtedness of a
Person existing at the time that such Person is merged into or consolidated
with the Company or a Restricted Subsidiary; provided that such Liens
were in existence prior to the contemplation of such merger or consolidation
and do not extend to any assets other than those of such Person;
(iii) Liens on property acquired by the Company or a Restricted
Subsidiary; provided
that such Liens were in existence prior to the contemplation of such
acquisition and do not extend to any other property; (iv) Liens arising from
Capital Lease Obligations permitted under this Indenture; (v) Liens arising
from Purchase Money Indebtedness permitted under this Indenture; (vi) Liens in
respect of Interest Rate Agreement Obligations permitted under this Indenture;
(vii) Liens in favor of the Company or any Restricted Subsidiary; (viii) Liens
incurred, or pledges and deposits in connection with, workers’ compensation,
unemployment insurance and other social security benefits, and leases, appeal
bonds and other obligations of like nature incurred by the Company or any
Restricted Subsidiary in the ordinary course of business; (ix) Liens
imposed by law, including, without limitation, mechanics’, carriers’, warehousemen’s,
materialmen’s, suppliers’ and vendors’ Liens, incurred by the Company or any Restricted
Subsidiary in the ordinary course of business; and (x) Liens for ad valorem,
income or property taxes or assessments and similar charges which either are
not delinquent or are being contested in good faith by appropriate proceedings
for which the Company has set aside on its books reserves to the extent
required by GAAP.


 


“Person”
means any individual, corporation, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Physical
Notes” has the meaning set forth in Section 2.01.


 


“Post-Petition
Interest”  means, with respect to any Indebtedness
of any Person, all interest accrued or accruing on such Indebtedness after the
commencement of any Insolvency or Liquidation Proceeding against such Person in
accordance with and at the contract rate (including, without limitation, any
rate applicable upon default) specified in the agreement or instrument
creating, evidencing or governing such Indebtedness, whether or not, pursuant
to applicable


 


10

















 


law or otherwise, the claim for such interest is allowed as a claim in
such Insolvency or Liquidation Proceeding.


 


“Preferred
Stock” as applied to the Capital Stock of any Person, means Capital
Stock 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
Capital Stock of any other class of such Person.


 


“Private
Placement Legend” means the legend initially set forth on the Notes
in the form set forth on Exhibit A-1.


 


“Public
Equity Offering” means an underwritten public offering of Capital
Stock (other than Disqualified Stock) of the Company, pursuant to an effective
registration statement filed  under the Securities Act, the net proceeds
of which to the Company (after deducting any underwriting discounts and
commissions) exceed $25,000,000.


 


“Purchase
Agreement” means the purchase agreement dated December 12, 2003
by and among the Company, the Initial Guarantors and the Initial Purchasers of
the Notes and any subsequent purchase agreements executed in connection with
the issuance and sale of Additional Notes.


 


“Purchase
Date”  means (i) in the case of a Change of Control Offer pursuant
to Section 4.13, the Change of Control Purchase Date and (ii) in the case
of an Asset Sale Offer pursuant to Section 4.14, the Asset Sale Offer
Purchase Date.


 


“Purchase
Money Indebtedness” means Indebtedness of the Company and its Restricted
Subsidiaries incurred in connection with the purchase of property or assets for
the business of the Company and its Restricted Subsidiaries.


 


“Qualified
Institutional Buyer” or “QIB” shall have the meaning specified in
Rule 144A.


 


“Qualified
Issuer” means (A) any lender that is a party to the Credit Agreement;
and (B) any commercial bank (i) that has capital and surplus in excess of
$100,000,000, and (ii) the outstanding short-term debt securities of which are
rated at least A-2 by Standard & Poor’s Corporation or at least P-2 by
Moody’s Investors Service, Inc., or carry an equivalent rating by nationally
recognized rating agency if both the two named rating agencies cease publishing
ratings of investments.


 


“Registered
Exchange Offer” means the offer to exchange the Series B Notes
for all of the outstanding Series A Notes in accordance with the
Registration Rights Agreement.


 


“Registration
Rights Agreement” means the registration rights agreement by and
among the Company, the Initial Guarantors and the Initial Purchasers, relating
to the Notes and dated as of December 23, 2003 and any subsequent
registration rights agreements executed in connection with the issuance and
sale of Additional Notes, as the same may be amended, supplemented or modified
from time to time in accordance with the terms thereof.


 


11

















 


“Regulation S”
means Regulation S under the Securities Act.


 


“Reorganization
Securities” means, with respect to any Insolvency or Liquidation
Proceeding involving the Company, Capital Stock or other securities of the
Company as reorganized or readjusted (or Capital Stock or any other securities
of any other Person provided for by a plan of reorganization or readjustment)
that are subordinated, at least to the same extent as the Notes, to the payment
of all outstanding Senior Debt after giving effect to such plan of reorganization
or readjustment; provided, however,  that if debt securities (i)
such securities shall not provide for amortization (including sinking fund  and
mandatory prepayment provisions) commencing prior to six months following the
final scheduled maturity of all Senior Debt of the Company (as modified by such
plan of reorganization or readjustment), (ii) if the rate of interest on such
securities is fixed, such rate of interest shall not exceed the greater of (x)
the rate of interest on the Notes and (y) the sum of the rate of interest on
the Senior Bank Debt on the effective date of such plan of reorganization or
readjustment and the Interest Differential, (iii) if the rate of interest on
such securities floats, such interest rate shall not exceed at any time the sum
of the interest rate on the Senior Bank Debt at such time and the Interest
Differential, and (iv) such securities shall not have covenants or default
provisions materially more beneficial to Holders than those in effect with
respect to the Notes on the Issue Date.


 


“Representative”
means, with respect to any Designated Senior Debt, the indenture trustee or
other trustee, agent or other representative(s), if any, of holders of such
Designated Senior Debt.


 


“Restricted
Investment” means an Investment other than a Permitted Investment.


 


“Restricted
Payment” means (i) any dividend or other distribution declared or
paid on any Capital Stock of the Company or any of its Restricted Subsidiaries
(other than dividends or distributions payable solely in Capital Stock (other
than Disqualified Stock) of the Company or such Restricted Subsidiary or
dividends or distributions payable to the Company or any Wholly Owned
Restricted Subsidiary); (ii) any payment to purchase, redeem or otherwise
acquire or retire for value any Capital Stock of the Company or any Restricted
Subsidiary or other Affiliate of the Company (other than any Capital Stock
owned by the Company or any Wholly Owned Restricted Subsidiary); (iii) any
payment to purchase, redeem, defease or otherwise acquire or retire for value
any Indebtedness that is subordinated in right of payment to the Notes other
than a purchase, redemption, defeasance or other acquisition or retirement for
value that is paid for with the proceeds of Refinancing Indebtedness that is
permitted under Section 4.07(b); or (iv) any Restricted Investment.


 


“Restricted
Security” has the meaning set forth in Rule 144(a)(3) under the
Securities Act; provided that the Trustee shall be entitled to request and
conclusively rely upon an Opinion of Counsel with respect to whether any Note
is a Restricted Security.


 


“Restricted
Subsidiary” means each direct or indirect Subsidiary of the Company
other than an Unrestricted Subsidiary.


 


“Rule
144A” means Rule 144A under the Securities Act.


 


12

















 


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


 


“Senior
Bank Debt” means (i) the Indebtedness outstanding or arising under
the Credit Agreement up to a maximum principal amount of $250,000,000, less any
required repayments which result in a permanent reduction in the commitments
thereunder, (ii) all Obligations incurred by or owing to the holders of such
Indebtedness outstanding or arising under the Credit Agreement (including, but
not limited to, all fees and expenses of counsel and all other charges, fees
and expenses), and (iii) all Interest Rate Agreement Obligations arising
pursuant to the Interest Rate and Currency Exchange Agreement dated as of
June 30, 1989 between the Company and Morgan Guaranty Trust Company of
New York (or its assigns), any schedule thereto or any confirmation
of an interest rate swap transaction thereunder, as the same may be amended or
modified from time to time.


 


“Senior
Debt”  means (A) with respect to the Company, the principal of and
interest (including Post-Petition Interest) on, and all other amounts owing in
respect of, (i) Senior Bank Debt, (ii) the Senior Notes and
(iii) any other Indebtedness permitted to be incurred by the Company under
the terms of this Indenture (including, but not limited to, reasonable fees and
expenses of counsel and all other charges, fees and expenses incurred in
connection with such Indebtedness), unless the instrument creating or
evidencing such Indebtedness or pursuant to which such Indebtedness is
outstanding expressly provides that such Indebtedness is on a parity with or
subordinated in right of payment to the Notes, and (B) with respect to any
Subsidiary Guarantor, the principal of and interest (including Post-Petition
Interest) on, and all other amounts owing in respect of, (i) such Subsidiary
Guarantor’s obligations in respect of the Senior Bank Debt and/or Senior Notes,
including its obligations as guarantor thereof, and (ii) any other Indebtedness
permitted to be incurred by such Subsidiary Guarantor under the terms of this
Indenture (including, but not limited to, reasonable fees and expenses of
counsel and all other charges, fees and expenses incurred in connection with
such Indebtedness), unless the instrument creating or evidencing such
Indebtedness or pursuant to which such Indebtedness is outstanding expressly
provides that such Indebtedness is on a parity with or subordinated in right of
payment to the Subsidiary Guarantee of such Subsidiary Guarantor.  Notwithstanding the foregoing, Senior Debt
shall not include (i) any Indebtedness for federal, state, local or other
taxes, (ii) any Indebtedness among or between the Company, any Restricted
Subsidiary and/or their Affiliates, (iii) any Indebtedness incurred for the purchase
of goods or materials, or for services obtained, in the ordinary course of
business or any Obligations in respect of any such Indebtedness, (iv) any
Indebtedness that is incurred in violation of this Indenture,
(v) Indebtedness evidenced by the Notes or the Subsidiary Guarantees, or
(vi) Indebtedness of a Person that is expressly subordinate or junior in right
of payment to any other Indebtedness of such Person.


 


“Senior
Notes” means the Company’s 8 1/2% Senior Notes due 2008.


 


“Senior
Subordinated Indebtedness” means (A) with respect to the Company,
all Indebtedness of the type referred to in clause (A)(ii) of the
definition of Senior Debt unless the instrument creating or evidencing such
Indebtedness or pursuant to which such Indebtedness is outstanding expressly
provides that such Indebtedness is either Senior Debt of the Company or is
subordinated in right of payment to the Notes, and (B) with respect to each
Subsidiary Guarantor, all Indebtedness of the type referred to in
clause (B)(ii) of the definition of Senior Debt


 


13

















 


unless the instrument creating or evidencing such Indebtedness or
pursuant to which such Indebtedness is outstanding expressly provides that such
Indebtedness is either Senior Debt of such Subsidiary Guarantor or subordinated
in right of payment to the Subsidiary Guarantee of such Subsidiary
Guarantor.  Notwithstanding the
foregoing, Senior Subordinated Indebtedness shall not include any Indebtedness
of the type referred to in clauses (i), (ii), (iii) and (iv) at the end of
the definition of Senior Debt.


 


“Series A
Notes” means the 8 3/4% Senior Subordinated Notes due 2014 being issued
and sold pursuant to the Purchase Agreement and this Indenture.


 


“Series B
Notes” means the 8 3/4% Senior Subordinated Notes due 2014 (the
terms of which are identical to the Series A Notes except that the
Series B Notes shall be registered under the Securities Act, and shall not
contain the restrictive legend on the face of the form of the Series A Notes),
to be issued in exchange for the Series A Notes pursuant to the Registered
Exchange Offer and this Indenture.


 


“Subordinated
Indebtedness” means any Indebtedness of the Company or a Subsidiary
Guarantor of the type referred to in clause (A)(ii) or (B)(ii) of the
definition of Senior Debt if the instrument creating or evidencing such
Indebtedness or pursuant to which such Indebtedness is outstanding expressly
provides that such Indebtedness is (A) if incurred by the Company, subordinated
in right of payment to the Notes, or (B) if incurred by a Subsidiary Guarantor,
subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary
Guarantor.


 


“Subsidiary”  of
any Person means (i) any corporation more than 50% of the outstanding Voting
Stock of which is owned or controlled, directly or indirectly, by such Person
or by one or more other Subsidiaries of such Person, or by such Person and one
or more other Subsidiaries thereof, or (ii) any limited partnership of which
such Person or any Subsidiary of such Person is a general partner, or (iii) any
other Person (other than a corporation or limited partnership) in which such
Person, or one or more other Subsidiaries of such Person, or such Person and
one or more other Subsidiaries thereof, directly or indirectly, has more than
50% of the outstanding partnership or similar interests or has the power, by contract
or otherwise, to direct or cause the direction of the policies, management and
affairs thereof.


 


“Subsidiary
Guarantees”  means the Initial Guarantees and any
Additional Guarantees.


 


“Subsidiary
Guarantors” means the Initial Guarantors and any Additional Guarantors.


 


“Surviving
Person” means, with respect to any Person involved in or that makes
any Disposition, the Person formed by or surviving such Disposition or the
Person to which such Disposition is made.


 


“Television
Stations” means the Television Stations presently known as WKRN-TV,
Nashville, Tennessee, WTEN-TV, Albany, New York, WLNS-TV, Lansing,
Michigan, KLFY-TV, Lafayette, Louisiana, WTVO-TV, Rockford, Illinois, WRIC-TV,
Richmond,


 


14

















 


Virginia, WATE-TV, Knoxville, Tennessee, WBAY-TV, Green Bay, Wisconsin,
KWQC-TV, Davenport, Iowa, KELO-TV, Sioux Falls, South Dakota, and KRON-TV,
San Francisco, California.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as
amended from time to time.


 


“Trustee”
means Wachovia Bank, National Association until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter
means such successor.


 


“Trust
Officer” means any vice president, assistant vice president,
treasurer, assistant treasurer, assistant secretary, trust officer or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers, in each case assigned by the
Trustee to administer this Indenture, and also means, with respect to a particular
corporate trust matter, any other officer  to whom such matter is referred because of
his or her knowledge of and familiarity with the particular subject.


 


“Unrestricted
Subsidiary” means any Subsidiary of the Company designated as an
Unrestricted Subsidiary by the Board of Directors of the Company; provided that
(i) if such Subsidiary is formed or created by the Company, such Subsidiary (a)
is designated as an Unrestricted Subsidiary prior to such formation or
creation, (b) has total assets at the time of such formation or creation with a
fair market value not exceeding $1,000, and (c) does not own any Capital Stock
of the Company or any Restricted Subsidiary, (ii) if such Subsidiary is
acquired by the Company, such Subsidiary is designated as an Unrestricted
Subsidiary prior to the consummation of such acquisition, (iii) no portion of
any Indebtedness or any other obligation (contingent or otherwise) of such
Subsidiary (a) is guaranteed by, or is otherwise the subject of credit support
provided by, the Company or any of its Restricted Subsidiaries, (b) is recourse
to or obligates the Company or any of its Restricted Subsidiaries in any way,
or (c) subjects any property or asset of the Company or any of its Restricted
Subsidiaries directly or indirectly, contingently or otherwise, to the
satisfaction of such Indebtedness or other obligation, (iv) neither the Company
nor any of its Restricted Subsidiaries has any contract, agreement, arrangement
or understanding with such Subsidiary other than on terms as favorable to the
Company or such Restricted Subsidiary as those that might be obtained at the
time from Persons that are not Affiliates of the Company, and (v) neither the
Company nor any of its Restricted Subsidiaries has any obligation (a) to
subscribe for additional shares of Capital Stock of such Subsidiary, or (b) to
maintain or preserve such Subsidiary’s financial condition or to cause such
Subsidiary to achieve certain levels of operating results.  Any such designation by the Company’s Board
of Directors shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Company’s Board of Directors giving
effect to such designation and a certificate stating that such designation
complies with the foregoing conditions. 
Notwithstanding the foregoing or any other provision of this Indenture
to the contrary, no assets of the Television Stations may be held at any time
by any Unrestricted Subsidiary, other than assets transferred to Unrestricted
Subsidiaries that in the aggregate are not material to such broadcasting
operations.  In the event of any Disposition
involving the Company in which the Company is not the Surviving Person, the
Board of Directors of the Surviving Person may (x) prior to such Disposition,
designate any of


 


15

















 


its Subsidiaries, and any of the Company’s Subsidiaries being acquired
pursuant to such Disposition that are not Restricted Subsidiaries, as
Unrestricted Subsidiaries, and (y) after such Disposition, designate any of its
direct or indirect Subsidiaries as an Unrestricted Subsidiary under the same
conditions and in the same manner as the Company under the terms of this
Indenture.


 


“U.S.
Government Obligations” means direct obligations of the United
States of America for the payment of which the full  faith and credit of the
United States of America is pledged; provided that no U.S. Government
Obligation shall be callable at the Issuer’s option prior to the stated
maturity date of the Notes.


 


“U.S.
Physical Notes” shall have the meaning set forth in
Section 2.01.


 


“Voting
Stock” of a Person means Capital Stock of such Person 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 such Person (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).


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at
any date, the number of years obtained by dividing (i) the sum of the products
obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required scheduled payment of principal,
including payment at final maturity, in respect thereof, with (b) the number of
years (calculated to the nearest one-twelfth) that will elapse between such
date and the making of such payment, by (ii) the then outstanding aggregate
principal amount of such Indebtedness.


 


“Wholly
Owned Restricted Subsidiary” means any Restricted Subsidiary with respect
to which all of the outstanding voting securities (other than directors’
qualifying shares) of which are owned, directly or indirectly, by the Company
or a Surviving Person of any Disposition involving the Company, as the case may
be.


 


SECTION 1.02.                                                                 Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Additional Guarantee”

  	
   

  	
  4.15

  
	
  “Asset Sale Offer”

  	
   

  	
  4.14

  
	
  “Asset Sale Offer Purchase Date”

  	
   

  	
  4.14

  
	
  “Asset Sale Offer Trigger Date”

  	
   

  	
  4.14

  
	
  “Change of Control Offer”

  	
   

  	
  4.13

  
	
  “Change of Control Purchase Date”

  	
   

  	
  4.13

  
	
  “Covenant Defeasance Option”

  	
   

  	
  8.01

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Excess Proceeds”

  	
   

  	
  4.14

  
	
  “KRON Redemption”

  	
   

  	
  3.07

  
	
  “KRON Sale”

  	
   

  	
  3.07

  



 


16

















 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Legal Defeasance Option”

  	
   

  	
  8.01

  
	
  “Notice of Default”

  	
   

  	
  6.01

  
	
  “Other Indebtedness”

  	
   

  	
  4.15

  
	
  “Pari Passu Asset Sale Offer”

  	
   

  	
  4.14

  
	
  “Pari Passu Indebtedness”

  	
   

  	
  4.14

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
  “Payment Blockage Notice”

  	
   

  	
  10.03

  
	
  “Payment Blockage Period”

  	
   

  	
  10.03

  
	
  “Permitted Indebtedness”

  	
   

  	
  4.07

  
	
  “Permitted Payments”

  	
   

  	
  4.05

  
	
  “Purchase Date”

  	
   

  	
  3.08

  
	
  “Refinancing Indebtedness”

  	
   

  	
  4.07

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Required Filing Dates”

  	
   

  	
  4.02

  
	
  “Trustee Expenses”

  	
   

  	
  6.08

  



 


SECTION 1.03.                                                                 Incorporation
by Reference of TIA.


 


Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in, and made a part of, this Indenture.  Any terms incorporated by reference in this
Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by Commission rule under the TIA have the meanings so
assigned to them therein.


 


SECTION 1.04.                                                                 Rules
of Construction.


 


Unless the context otherwise requires: 
(1) a term has the meaning assigned to it in this Indenture; (2) an accounting
term not otherwise defined herein has the meaning assigned to it under GAAP;
(3) “or”
is not exclusive; (4) words in the singular include the plural, and in the
plural include the singular; (5) provisions apply to successive events and transactions;
and (6) any reference to a Section or Article refers to such
Section or Article of this Indenture.


 


ARTICLE II


 


THE NOTES


 


SECTION 2.01.                                                                 Form
and Dating.


 


The Series A Notes and the Series B Notes, the notation
thereon relating to the Subsidiary Guarantees and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibits A-1 and A-2,
respectively.  The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage.  The Company and the Trustee
shall approve the form of the Notes and any notation, legend or endorsement on
them.  Each Note shall be dated the date
of its issuance and shall show the date of its authentication.


 


17

















 


The terms and provisions contained in the Notes and the Subsidiary
Guarantees shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby.


 


Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent Global Notes in registered form,
substantially in the form set forth in Exhibit A-1 (“Global Notes”), deposited
with the Trustee, as custodian for the Depository, and shall bear the legend
set forth on Exhibit B.  The
aggregate principal amount of any Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided.


 


Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued in the form of certificated Notes in
registered form set forth in Exhibit A-1 (the “Offshore Physical Notes”).  Notes offered and sold in reliance on any
other exemption from registration under the Securities Act other than as
described in the preceding paragraph shall be issued, and Notes offered and
sold in reliance on Rule 144A may be issued, in the form of certificated
Notes in registered form in substantially the form set forth in
Exhibit A-1 (the “U.S. Physical Notes”).  The Offshore Physical Notes and
the U.S. Physical Notes are sometimes collectively herein referred to as the “Physical
Notes.”


 


SECTION 2.02.                                                                 Execution
and Authentication.


 


Two Officers of the Company shall sign each Note for the Company by manual
or facsimile signature.  If an Officer
whose signature is on a Note no longer holds that office at the time the Note
is authenticated, the Note shall nevertheless be valid.  Each Subsidiary Guarantor shall execute the
Subsidiary Guarantee in the manner set forth in Section 11.06.


 


A Note shall not be valid until authenticated by the manual signature
of the Trustee, and the Trustee’s signature shall be conclusive evidence that
the Note has been authenticated under this Indenture.  The form of Trustee’s certificate of authentication to be borne
by the Notes shall be substantially as set forth in Exhibit A-1.  The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Notes.  Unless limited by the terms of such appointment,
an authenticating agent may authenticate Notes 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 an Agent to deal with the Company or any of its Affiliates.


 


The Trustee shall authenticate (i) Series A Notes for original
issue in the aggregate principal amount of $140,000,000 and (ii) Series B
Notes from time to time for issue only in exchange for a like principal amount
of Series A Notes, in each case upon receipt of a written order of the
Company in the form of an Officers’ Certificate.  The Officers’ Certificate shall specify the amount of Notes to be
authenticated and the date on which the Notes are to be authenticated.  The aggregate principal amount of Notes
outstanding at any time is unlimited. 
In addition, at any time and from time to time, subject to the
provisions of Section 4.07, the Trustee shall authenticate and deliver
Additional Notes, upon written notice from the Company, for original
issuance.  Upon receipt of a written
order of the Company in the form of an Officers’


 


18

















 


Certificate, the Trustee shall authenticate Notes in substitution of
Notes originally issued to reflect any name change of the Company.


 


The Trustee shall not be required to authenticate or to cause an
authenticating agent to authenticate any Notes if the issue of such Notes
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Notes or this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not be lawfully taken.


 


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


 


SECTION 2.03.                                                                 Registrar
and Paying Agent.


 


The Company shall maintain an office or agency (the “Registrar”)
where Notes may be presented for registration of transfer or for exchange and
an office or agency (the “Paying Agent”) where Notes may be presented
for payment.  The Registrar shall keep a
register of the Notes and of their transfer and exchange.  The Company may appoint one or more
co-registrars and one or more additional paying agents.  The term “Paying Agent” includes any additional
paying agent.  The Company may change
the Paying Agent, Registrar or co-registrar without prior notice to any
Holder.  The Company shall notify the
Trustee and the Trustee shall notify the Holders of the name and address of any
Agent not a party to this Indenture.  The
Company shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, and such agreement shall incorporate the provisions of
the TIA and implement the provisions of this Indenture that relate to such
Agent.


 


The Company initially appoints the Trustee as Registrar, Paying Agent
and agent for service of notices and demands in connection with the Notes.  The Company or any of its Affiliates may act
as Paying Agent, Registrar or co-registrar. 
If the Company fails to appoint or maintain a Registrar and/or Paying
Agent, the Trustee shall act as such, and shall be entitled to appropriate
compensation in accordance with Section 7.07.


 


SECTION 2.04.                                                                 Paying
Agent to Hold Money in Trust.


 


The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the Holders’
benefit or the Trustee all money the Paying Agent holds for the redemption or
purchase of the Notes or for the payment of principal of, or premium, if any, or
interest on, the Notes, and will notify the Trustee of any default by the
Company in providing the Paying Agent with sufficient funds to redeem or
purchase Notes or make any payment on the Notes as and to the extent required
to be redeemed, purchased or paid under the terms of this Indenture.  While any such default continues, the
Trustee may require the Paying Agent to pay all money it holds to the
Trustee.  The Company at any time may
require the Paying Agent to pay all money it holds to the Trustee.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or any of its Affiliates) shall have no further
liability for the money it delivered to the Trustee.  If the Company or any of its Subsidiaries acts as Paying Agent,
it shall segregate and hold in a separate trust fund for the Holders’ benefit
all money it holds as Paying Agent.


 


19

















 


SECTION 2.05.                                                                 Holder
Lists.


 


The Trustee shall preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of Holders and
shall otherwise comply with Section 312(a) of the TIA.  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee, at least fifteen Business Days before
each interest payment date and at such other times as the Trustee may request
in writing, a list in such form and as of such date as the Trustee may
reasonably require that sets forth the names and addresses of, and the
aggregate principal amount of Notes held by, each Holder, and the Company shall
otherwise comply with Section 312(a) of the TIA.


 


SECTION 2.06.                                                                 Transfer
and Exchange.


 


Subject to Sections 2.15 and 2.16, when Notes are presented to the
Registrar or a co-registrar with a request to register a transfer or to
exchange them for an equal principal amount of Notes of other denominations,
the Registrar shall register the transfer or make the exchange if its
requirements for such transaction are met; provided, however,  that  any
Note presented or surrendered for registration of transfer or exchange shall be
duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar and the Trustee duly executed by the Holder of
such Note or by its attorney duly authorized in writing.  To permit registrations of transfers and
exchanges, the  Company shall Issue (and the Subsidiary Guarantors shall
execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall
authenticate, Notes at the Registrar’s request.  The Trustee shall notify the Company of all such registered
transfers and exchanges.


 


Neither the Company nor the Registrar shall be required to issue,
register the transfer of or exchange any Note (i) during a period beginning at
the opening of business on the day that the Trustee receives notice of any
redemption from the Company and ending at the close of business on the day the
notice of redemption is sent to Holders, (ii) selected for redemption, in whole
or in part, except the unredeemed portion of any Note being redeemed in part
may be transferred or exchanged, and (iii) during a Change of Control Offer or
an Asset Sale Offer if such Note is tendered pursuant to such Change of Control
Offer or Asset Sale Offer and not withdrawn.


 


No service charge shall be made for any registration of transfer or
exchange (except as otherwise expressly permitted herein), but the Company may
require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchange pursuant to
Section 2.10, 3.06 or 9.05, which the Company shall pay).


 


Prior to due presentment for registration of transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the Person in whose name
any Note is registered as the absolute owner of such Note (whether or not such
Note shall be overdue and notwithstanding any notation of ownership or other
writing on such Note made by anyone other than the Company, the Registrar or
any co-registrar) for the purpose of receiving payment of principal of, and
premium, if any, and interest on, such Note and for all other purposes, and
notice to the contrary shall not affect the Trustee, any Agent or the Company.


 


20

















 


SECTION 2.07.                                                                 Replacement
Notes.


 


If any mutilated Note is surrendered to the Trustee, or if the Company
and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee shall, upon
receipt of a written order signed by two Officers of the Company, authenticate
a replacement Note if the Trustee’s requirements are met, and each such
replacement Note shall be an additional obligation of the Company.  If the Trustee or the Company requires, the
Holder must supply an indemnity bond that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent or any
authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Company and the Trustee may charge for
its reasonable expenses in replacing a Note.


 


SECTION 2.08.                                                                 Outstanding
Notes.


 


The Notes outstanding at any time are all the Notes the Trustee has
authenticated except those it has cancelled, those delivered to it for
cancellation, and those described in this Section 2.08 as not
outstanding.  If a Note is replaced
pursuant to Section 2.07, it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that a bona fide purchaser holds the replaced
Note.  If the entire principal of, and
premium, if any, and accrued interest on, any Note is considered paid under
Section 4.01, it ceases to be outstanding and interest on it ceases to
accrue.  Subject to Section 2.09, a
Note does not cease to be outstanding because the Company or any Affiliate of
the Company holds such Note.


 


SECTION 2.09.                                                                 Treasury
Notes.


 


In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Affiliate of the Company shall be considered as though they are
not outstanding; provided, however,  that for the purpose of
determining whether the Trustee shall be protected in relying on any such direction,
waiver or consent, only Notes that a Trust Officer of the Trustee actually
knows are so owned shall be so disregarded. 
Notwithstanding the foregoing, Notes that the Company or any Affiliate
of the Company offers to purchase or acquires pursuant to an exchange offer,
tender offer or otherwise shall not be deemed to be owned by the Company or any
Affiliate of the Company until legal title to such Notes passes to the Company
or such Affiliate, as the case may be.


 


SECTION 2.10.                                                                 Temporary
Notes.


 


Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes.  Temporary Notes shall be substantially in the form of definitive
Notes but may have variations that the Company considers appropriate for
temporary Notes.  Without unreasonable
delay, the Company shall prepare and the Trustee, upon receipt of a written
order signed by two Officers  of the Company, shall authenticate definitive
Notes in exchange for temporary Notes. 
Until such exchange, temporary Notes shall be entitled to the same
rights, benefits and privileges as definitive Notes.


 


21

















 


SECTION 2.11.                                                                 Cancellation.


 


The Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar, any
co-registrar, the Paying Agent, the Company and its Subsidiaries shall forward
to the Trustee any Notes surrendered to them for registration of transfer,
exchange, replacement, payment (including all Notes called for redemption and
all Notes accepted for payment pursuant to an Offer) or cancellation, and the
Trustee shall cancel all such Notes and shall destroy all cancelled Notes
(subject to the record retention requirements of the Exchange Act) and deliver
a certificate of their destruction to the Company unless, by written order
signed by two Officers of the Company, the Company shall direct that cancelled
Notes be returned to it.  The Company
may not issue new Notes to replace any Notes that have been cancelled by the
Trustee or that have been delivered to the Trustee for cancellation.  If the Company or any Affiliate of the
Company acquires any Notes (other than by redemption pursuant to
Section 3.07 or an Offer pursuant to Section 4.13 or 4.14), such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Notes unless and until such Notes are
delivered to the Trustee for cancellation.


 


SECTION 2.12.                                                                 Defaulted Interest.


 


If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to Holders on a subsequent special
record date, in each case at the rate provided in the Notes and
Section 4.01.  The Company shall,
with the Trustee’s consent, fix or cause to be fixed each such special record
date and payment date.  At least
15 days before the special record date, the Company (or, at the request of
the Company, the Trustee in the name of, and at the expense of, the Company)
shall mail a notice that states the special record date, the related payment
date and the amount of interest to be paid.


 


SECTION 2.13.                                                                 Record
Date.


 


The record date for purposes of determining the identity of holders of
Notes entitled to vote or consent to any action by vote or consent authorized
or permitted under this Indenture shall be determined as provided for in
Section 316(c) of the TIA.


 


SECTION 2.14.                                                                 CUSIP
Number.


 


A “CUSIP” number will be printed on the Notes, and the Trustee shall
use the CUSIP number in notices of redemption, purchase or exchange as a
convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes and that reliance may be placed
only on the other identification numbers printed on the Notes.  The Company will promptly notify the Trustee
of any change in the CUSIP number.


 


22

















 


SECTION 2.15.                                                                 Book-Entry Provisions for Global
Notes.


 


(a)                                  The
Global Notes initially shall (i) be registered in the name of the Depository or
the nominee of such Depository, (ii) be delivered to the Trustee as custodian
for such Depository and (iii) bear legends as set forth in Exhibit B.


 


Members of, or participants in, the Depository (“Agent Members”) shall have
no rights under this Indenture with respect to any Global Note held on their
behalf by the Depository, or the Trustee as its custodian, or under the Global
Note, and the Depository may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of the Global Note
for all purposes whatsoever. 
Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the
Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
Holder of any Note.


 


(b)                                 Transfers
of Global Notes shall be limited to transfers in whole, but not in part, to the
Depository, its successors or their respective nominees.  Interests of beneficial owners in the Global
Notes may be transferred or exchanged for Physical Notes in accordance with the
rules and procedures of the Depository and the provisions of
Section 2.16.  In addition,
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in Global Notes if (i) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for any Global
Note and a successor depositary is not appointed by the Company within 90 days
of such notice or (ii) an Event of Default has occurred and is continuing and
the Registrar has received a request from the Depository to issue Physical
Notes.


 


(c)                                  In
connection with any transfer or exchange of a portion of the beneficial
interest in any Global Note to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Notes are to
be issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred or exchanged,
and the Company shall execute (and the Subsidiary Guarantors shall execute the
Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate and
deliver, one or more Physical Notes of like tenor and amount.


 


(d)                                 In
connection with the transfer or exchange of Global Notes as an entirety to
beneficial owners pursuant to paragraph (b), the Global Notes shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall
execute (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee
endorsed thereon), and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the Global Notes, an equal aggregate principal amount of Physical
Notes of authorized denominations.


 


(e)                                  Any
Physical Note constituting a Restricted Note delivered in exchange for an
interest in a Global Note pursuant to paragraph (b) or (c) shall, except
as otherwise provided by Section 2.16(c), bear the legend regarding
transfer restrictions applicable to the Physical Notes set forth in
Exhibit A-1.


 


23

















 


(f)                                    The
Holder of any Global Note 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 Notes.


 


SECTION 2.16.                                                                 Special Transfer Provisions.


 


(a)                                  Transfers
to Non-QIB Institutional Accredited Investors and Non-U.S. Persons.  The following provisions shall apply with
respect to the registration of any proposed transfer of a Note constituting a
Restricted Note to any Institutional Accredited Investor which is not a QIB or
to any Non-U.S. Person:


 


(i)                                     the
Registrar shall register the transfer of any Note constituting a Restricted
Note, whether or not such Note bears the Private Placement Legend, if (x) the requested
transfer is after December 23, 2005 or (y)(1) in the case of a transfer to
an Institutional Accredited Investor which is not a QIB (excluding Non-U.S.
Persons), the proposed transferee has delivered to the Registrar a certificate
substantially in the form of Exhibit C hereto and the transferor has
delivered to the Trustee and the Company such certifications, legal opinions
and other information as the Trustee and the Company may reasonably request to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
or (2) in the case of a transfer to a Non-U.S. Person, the transferor has
delivered to the Registrar a certificate substantially in the form of Exhibit D
hereto; and


 


(ii)                                  if
the proposed transferor is an Agent Member holding a beneficial interest in a
Global Note, upon receipt by the Registrar of (x) the certificate, certifications,
legal opinions and other information, if any, required by paragraph (i)
above and (y) instructions given in accordance with the Depository’s and the
Registrar’s procedures,


 


whereupon (a) the Registrar shall reflect on its books and records the
date and (if the transfer does not involve a transfer of outstanding Physical
Notes) a decrease in the principal amount of a Global Note in an amount equal
to the principal amount of the beneficial interest in a Global Note to be
transferred, and (b) the Company shall execute, the Subsidiary Guarantors shall
execute the Subsidiary Guarantee endorsed thereon and the Trustee shall
authenticate and deliver one or more Physical Notes of like tenor and amount.


 


(b)                                 Transfers
to QIBs.  The following provisions
shall apply with respect to the registration of any proposed transfer of a Note
constituting a Restricted Note to a QIB (excluding transfers to Non-U.S.
Persons):


 


(i)                                     the
Registrar shall register the transfer if such transfer is being made by a
proposed transferor who has checked the box provided for on the form of Note
stating, or has otherwise advised the Company and the Registrar in writing, that
the sale has been made in compliance with the provisions of Rule 144A to a
transferee who has signed the certification provided for on the form of Note
stating, or has otherwise advised the Company and the Registrar in writing,
that it is purchasing the Note for its own account or an account with respect
to which it exercises sole investment discretion and that it and any such
account is a QIB within the meaning of Rule 144A, and is aware that the
sale to it is


 


24

















 


being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as it has requested pursuant to
Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon its foregoing representations in
order to claim the exemption from registration provided by Rule 144A; and


 


(ii)                                  if
the proposed transferee is an Agent Member, and the Notes to be transferred
consist of Physical Notes which after transfer are to be evidenced by an
interest in the Global Note, upon receipt by the Registrar of instructions
given in accordance with the Depository’s and the Registrar’s procedures, the
Registrar shall reflect on its books and records the date and an increase in
the principal amount of the Global Note in an amount equal to the principal
amount of the Physical Notes to be transferred, and the Trustee shall cancel
the Physical Notes so transferred.


 


(c)                                  Private
Placement Legend.  Upon the
transfer, exchange or replacement of Notes not bearing the Private Placement
Legend, the Registrar shall deliver Notes that do not bear the Private
Placement Legend.  Upon the transfer,
exchange or replacement of Notes bearing the Private Placement Legend, the
Registrar shall deliver only Notes that bear the Private Placement Legend
unless (i) the circumstances contemplated by paragraph (a)(i)(x) of this
Section 2.16 exist, (ii) there is delivered to the Registrar an Opinion of
Counsel reasonably satisfactory to the Company and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act or
(iii) such Note has been sold pursuant to an effective registration statement
under the Securities Act.


 


(d)                                 General.  By its acceptance of any Note bearing the
Private Placement Legend, each Holder of such a Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture and in the
Private Placement Legend and agrees that it will transfer such Note only as
provided in this Indenture.


 


The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.15 or this
Section 2.16. 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 Registrar.


 


ARTICLE III


 


REDEMPTIONS AND OFFERS TO PURCHASE


 


SECTION 3.01.                                                                 Notice to Trustee.


 


If the Company elects to redeem Notes pursuant to Section 3.07 it
shall furnish to the Trustee, at least 30 but not more than 60 days before
notice of any redemption is to be mailed to Holders (or such shorter times as
may be satisfactory to the Trustee), an Officers’ Certificate stating that the
Company has elected to redeem Notes pursuant to Section 3.07, the date
notice of redemption is to be mailed to Holders, the redemption date, the
aggregate principal amount of Notes to be redeemed, the redemption price for
such Notes, the amount of accrued and unpaid


 


25

















 


interest on such Notes as of the redemption date and the manner in
which Notes are to be selected for redemption if less than all outstanding Notes
are to be redeemed.  If the Trustee is
not the Registrar, the Company shall, concurrently with delivery of its notice
to the Trustee of a redemption, cause the Registrar to deliver to the Trustee a
certificate (upon which the Trustee may rely) setting forth the name of, and
the aggregate principal amount of Notes held by, each Holder.


 


If the Company is required to offer to purchase Notes pursuant to
Section 4.13 or 4.14, it shall furnish to the Trustee, at least two
Business Days before notice of the corresponding Offer is to be mailed to
Holders, an Officers’ Certificate setting forth that the Offer is being made
pursuant to Section 4.13 or 4.14, as the case may be, the Purchase Date,
the maximum principal amount of Notes the Company is offering to purchase
pursuant to such Offer, the purchase price for such Notes, and the amount of
accrued and unpaid interest on such Notes as of the Purchase Date.


 


The Company will also provide the Trustee with any additional
information that the Trustee reasonably requests in connection with any
redemption or Offer.


 


SECTION 3.02.                                                                 Selection of Notes to Be Redeemed or
Purchased.


 


If less than all outstanding Notes are to be redeemed or if less than
all Notes tendered pursuant to an Offer are to be accepted for payment, the
Company shall select the outstanding Notes to be redeemed or accepted for
payment in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not listed on such an exchange, on a pro rata basis, by lot or by any other
method that the Trustee deems fair and appropriate; provided that Notes redeemed
or accepted for payment in part shall only be purchased in integral multiples
of $1,000.  If the Company elects to
mail notice of a redemption to Holders, the Company shall at least five days
prior to the date notice of redemption is to be mailed, (i) select the Notes to
be redeemed from Notes outstanding not previously called for redemption, and
(ii) notify the Trustee of the names of each Holder of Notes selected for
redemption, the principal amount of Notes held by each such Holder and the
principal amount of such Holder’s Notes that are to be redeemed.  If less than all Notes tendered pursuant to
an Offer are to be accepted for payment, the Company shall select on or prior
to the Purchase Date for such Offer the Notes to be accepted for payment.  The Company shall select for redemption or
purchase Notes or portions of Notes in principal amounts of $1,000 or integral
multiples of $1,000; except that if all of the Notes of a Holder are selected
for redemption or purchase, the aggregate principal amount of the Notes held by
such Holder, even if not a multiple of $1,000, may be redeemed or
purchased.  Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for
redemption or tendered pursuant to an Offer also apply to portions of Notes
called for redemption or tendered pursuant to an Offer.  The Trustee shall notify the Company
promptly of the Notes or portions of Notes to be called for redemption or
selected for purchase.


 


SECTION 3.03.                                                                 Notice
of Redemption.


 


(a)                                  At
least 30 days but not more than 60 days before any redemption date, the Company
shall mail by first class mail a notice of redemption to each Holder of Notes
or portions


 


26

















 


thereof that are to be redeemed. 
With respect to any redemption of Notes, the notice shall identify the
Notes or portions thereof to be redeemed and shall state:  (1) the redemption date; (2) the redemption
price for the Notes and the amount of unpaid and accrued interest on such Notes
as of the date of redemption; (3) the paragraph of the Notes pursuant to which
the Notes called for redemption are being redeemed; (4) if any Note is being
redeemed in part, the portion of the principal amount of such Note to be
redeemed and that, after the redemption date, upon surrender of such Note, a
new Note or Notes in principal amount equal to the unredeemed portion will be
issued; (5) the name and address of the Paying Agent; (6) that Notes called for
redemption must be surrendered to the Paying Agent to collect the redemption
price for, and any accrued and unpaid interest on, such Notes; (7) that, unless
the Company defaults in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption date; and
(8) that no representation is made as to the correctness or accuracy of the
CUSIP number listed in such notice and printed on the Notes.


 


(b)                                 At
the Company’s request, the Trustee shall (at the Company’s expense) give the
notice of any redemption to Holders; provided, however, that the Company shall
deliver to the Trustee, at least 45 days prior to the date of redemption and at
least 10 days prior to the date that notice of the redemption is to be mailed
to Holders, an Officers’ Certificate that (i) requests the Trustee to give
notice of the redemption to Holders, (ii) sets forth the information to be
provided to Holders in the notice of redemption, as set forth in the preceding
paragraph, and (iii) sets forth the aggregate principal amount of Notes to be
redeemed and the amount of accrued and unpaid interest thereon as of the
redemption date.  If the Trustee is not
a Registrar, the Company shall, concurrently with any such request, cause the
Registrar to deliver to the Trustee a certificate (upon which the Trustee may
rely) setting forth the name of, the address of, and the aggregate principal
amount of Notes held by, each Holder; provided, further,  that
any such Officers’ Certificate may be delivered to the Trustee on a date later
than permitted under this Section 3.03(b) if such later date is acceptable
to the Trustee.


 


SECTION 3.04.                                                                 Effect
of Notice of Redemption.


 


Once notice of redemption is mailed, Notes called for redemption become
due and payable on the redemption date at the price set forth in the Note.


 


SECTION 3.05.                                                                 Deposit
of Redemption Price.


 


(a)                                  On
or prior to 11:00 a.m. Eastern Standard Time on any redemption date, the
Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of, and accrued interest on, all Notes
to be redeemed on that date.  After any
redemption date, the Trustee or the Paying Agent shall promptly return to the
Company any money that the Company deposited with the Trustee or the Paying
Agent in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.


 


(b)                                 If
the Company complies with the preceding paragraph, interest on the Notes to be
redeemed will cease to accrue on such Notes on the applicable redemption date,
whether or not such Notes are presented for payment.  If a Note is redeemed on or after an interest record date but on
or prior to the related interest payment date, then any accrued and unpaid


 


27

















 


interest shall be paid to the Person in whose name such Note was
registered at the close of business of such record date.  If any Note called for redemption shall not
be so paid upon surrender for redemption because of the failure of the Company
to comply with the preceding paragraph, interest will be paid on the unpaid
principal, premium, if any, and interest from the redemption date until such
principal, premium and interest is paid, at the rate of interest provided in
the Notes and Section 4.01.


 


SECTION 3.06.                                                                 Notes
Redeemed in Part.


 


Upon surrender of a Note that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the Company’s
expense a new Note equal in principal amount to the unredeemed portion of the
Note surrendered.


 


SECTION 3.07.                                                                 Redemption
Provisions.


 


Except as set forth below, the Notes are not redeemable at the
Company’s option prior to January 15, 2009.  Thereafter, the Notes will be subject to redemption at the option
of the Company, in whole or in part, at the redemption prices (expressed as
percentages of the principal amount of the Notes) set forth below, plus accrued
and unpaid interest to the date of redemption, if redeemed during the
twelve-month period beginning on January 15 of the years indicated below.


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  104.375

  	
  %

  
	
  2010

  	
   

  	
  102.917

  	
  %

  
	
  2011

  	
   

  	
  101.458

  	
  %

  
	
  2012 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Notwithstanding the foregoing, at any time prior to January 15,
2007, the Company, at its option, may redeem the Notes, in part, with the net
proceeds of one or more Public Equity Offerings, at a redemption price equal to
108.75% of the principal amount thereof, together with accrued and unpaid
interest to the date of redemption; provided, however, that after any such
redemption the aggregate principal amount of the Notes outstanding must equal
at least 65% of the aggregate principal amount of the Notes originally issued.


 


In addition and notwithstanding the foregoing, at any time prior to
January 15, 2007, the Company, at its option, may redeem (the “KRON
Redemption”) the Notes in whole or in part, with the net proceeds of
the sale, disposition or other transfer for value of all or substantially all
of the assets or Capital Stock of Young Broadcasting of San Francisco, Inc. (or
any successor(s) thereto) (a “KRON Sale”) (subject to compliance with
all other covenants contained herein), at a redemption price equal to 108.75%
of the principal amount thereof, together with accrued and unpaid interest to
the date of redemption; provided that the Company shall not have
the right to redeem the Notes with the proceeds of a KRON Sale if the Company
has previously made an Asset Sale Offer in respect of the Notes pursuant to
Section 4.14 of this Indenture in connection with such KRON Sale.


 


28

















 


SECTION 3.08.                                                                 Procedures
Relating to Mandatory Offers.


 


(a)                                  On
the Purchase Date for any Offer, the Company will (i) in the case of an Offer
resulting from a Change of Control, accept for payment all Notes or portions
thereof tendered pursuant to such Offer and, in the case of an Offer resulting
from one or more Asset Sales, accept for payment the maximum principal amount
of Notes or portions thereof tendered pursuant to such Offer that can be
purchased out of Excess Proceeds from such Asset Sales to the extent provided
in Section 4.14(c), (ii) deposit with the Paying Agent the aggregate
purchase price of all Notes or portions thereof accepted for payment and any
accrued and unpaid interest on such Notes as of the Purchase Date, and (iii)
deliver, or cause to be delivered, to the Trustee all Notes tendered pursuant
to the Offer, together with an Officers’ Certificate setting forth the name of
each Holder that tendered Notes and the principal amount of the Notes or
portions thereof tendered by each such Holder.


 


(b)                                 With
respect to any Offer, (i) if less than all of the Notes tendered pursuant to an
Offer are to be accepted for payment by the Company for any reason consistent
with this Indenture, the Trustee shall select on or prior to the Purchase Date
the Notes or portions thereof to be accepted for payment pursuant to
Section 3.02, and (ii) if the Company deposits with the Paying Agent on or
prior to the Purchase Date an amount sufficient to purchase all Notes accepted
for payment, interest shall cease to accrue on such Notes on the Purchase Date;
provided,
however, that if the Company fails to deposit an amount sufficient
to purchase all Notes accepted for payment, the deposited funds shall be used
to purchase on a pro rata basis all Notes accepted for payment and interest
shall continue to accrue on all Notes not purchased.


 


(c)                                  Promptly
after consummation of an Offer, (i) the Paying Agent shall mail to each Holder
of Notes or portions thereof accepted for payment an amount equal to the purchase
price for, plus any accrued and unpaid interest on, such Notes, (ii) with
respect to any tendered Note not accepted for payment in whole or in part, the
Trustee shall return such Note to the Holder thereof, and (iii) with respect to
any Note accepted for payment in part, the Trustee shall authenticate and mail
to each such Holder a new Note equal in principal amount to the unpurchased
portion of the tendered Note.


 


(d)                                 The
Company will (i) announce the results of the Offer to Holders on or as soon as
practicable after the Purchase Date, and (ii) comply with the applicable tender
offer rules, including the requirements of Rule 14e-1 under the Exchange
Act, and all other securities laws and regulations in connection with any
Offer.


 


ARTICLE IV


 


COVENANTS


 


SECTION 4.01.                                                                 Payment
of Principal, Premium and Interest.


 


Subject to the provisions of Article X, the Company shall pay the
principal of, and premium, if any, and interest on, the Notes on the dates and
in the manner provided in the Notes. 
Holders must surrender their Notes to the Paying Agent to collect
principal payments.  Principal, premium,
or interest shall be considered paid on the date due if, by 11 a.m. Eastern
Standard


 


29

















 


Time on such date, the Company has deposited with the Paying Agent
money in immediately available funds designated for and sufficient to pay such
principal, premium or interest; provided, however, that principal, premium
or interest shall not be considered paid within the meaning of this
Section 4.01 if money intended to pay such principal, premium or interest
is held by the Paying Agent for the benefit of holders of Senior Debt of the
Company pursuant to the provisions of Article X.  The Paying Agent shall return to the Company, no later than five
days following the date of payment, any money (including accrued interest) that
exceeds the amount then due and payable on the Notes.


 


To the extent lawful, the Company shall pay interest (including
Post-Petition Interest) on overdue principal, premium and interest (without
regard to any applicable grace period) at a rate equal to 2% per annum in
excess of the then applicable interest rate on the Notes, compounded
semiannually.


 


SECTION 4.02.                                                                 Reports.


 


Whether or not the Company is then subject to Section 13(a) or
15(d) of the Exchange Act, the Company will file with the Commission, so long
as any Notes are outstanding, the annual reports, quarterly reports and other
periodic reports which the Company would have been required to file with the
Commission pursuant to such Section 13(a) or 15(d) if the Company were so
subject, and such documents shall be filed with the Commission on or prior to
the respective dates (the “Required Filing Dates”) by which the
Company would have been required so to file such documents if the Company were
so subject.  The Company will also in
any event (i) within 15 days of each Required Filing Date, (a) transmit by mail
to all holders of Notes, as their names and addresses appear in the Note
register, without cost to such holders and (b) file with the Trustee copies of
the annual reports, quarterly reports and other periodic reports which the
Company would have been required to file with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act if the Company were subject to
such Sections and (ii) if filing such documents by the Company with the
Commission is prohibited 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.


 


Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).


 


SECTION 4.03.                                                                 Compliance
Certificate.


 


The Company shall deliver to the Trustee, within 135 days after the end
of each fiscal year of the Company, an Officers’ Certificate, one of the
signers of which shall be the principal executive, principal financial or
principal accounting officer of the Company, stating that (i) a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made to determine whether the Company has kept, observed, performed
and fulfilled all of its obligations under this Indenture and the Notes, (ii)
such review was supervised by the Officers of the Company signing such certificate,
and (iii) that to the best knowledge of each


 


30

















 


Officer signing such certificate, (a) the Company has kept, observed,
performed and fulfilled  each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event
of Default occurred, describing all such Defaults or Events of Default of which
each such Officer  may have knowledge and what action the Company has taken or
proposes to take with respect thereto), and (b) no event has occurred and
remains in existence by reason of which payments on account of the principal
of, or premium, if any, or interest on, the Notes are prohibited or if such
event has occurred, a description of the event and what action the Company is
taking or proposes to take with respect thereto.


 


So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the annual financial
statements delivered pursuant to Section 4.02 shall be accompanied by a
written statement of the Company’s independent public accountants (who shall be
a firm of established national reputation reasonably satisfactory to the Trustee)
that in making the examination necessary for certification of such financial
statements nothing has come to their attention that would lead them to believe
that the Company has violated any provisions of Section 4.01, 4.05, 4.07,
4.08, 4.09, 4.11, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 or Article V
or, if any such violation has occurred, specifying the nature and period of
existence thereof, it being understood that such accountants shall not be
liable directly or indirectly to any Person for any failure to obtain knowledge
of any such violation.


 


The Company will, so long as any of the Notes are outstanding, deliver
to the Trustee, promptly after any Officer of the Company becomes aware of any
Default or Event of Default, an Officers’ Certificate specifying such Default,
Event of Default or default or event of default and what action the Company is
taking or proposes to take with respect thereto.


 


SECTION 4.04.                                                                 Stay,
Extension and Usury Laws.


 


The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that might affect the covenants
or the performance of its obligations under this Indenture and Notes; and the
Company (to the extent it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not, by resort
to any such law, hinder, delay or impede the execution of any power granted to
the Trustee pursuant to this Indenture, but will suffer and permit the
execution of every such power as though no such law has been enacted.


 


SECTION 4.05.                                                                 Limitation
on Restricted Payments.


 


(a)                                  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, make any Restricted Payment, unless at the time of and
immediately after giving effect to the proposed Restricted Payment (with the
value of any such Restricted Payment, if other than cash, to be determined by
the Board of Directors of the Company, whose determination shall be conclusive
and evidenced by a board resolution), (i) no Default or Event of Default (and
no event that, after notice or lapse of time, or both, would become an “event
of default” under the terms of any Indebtedness of the Company or its Restricted
Subsidiaries) shall


 


31

















 


have occurred and be continuing or would occur as a consequence
thereof, (ii) the Company could incur at least $1.00 of additional Indebtedness
pursuant to the provisions of Section 4.07(a) and (iii) the aggregate
amount of all Restricted Payments made after September 30, 1994 shall 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, plus (b) the aggregate amount of all net cash proceeds received after
September 30, 1994 by the Company (but excluding the net cash proceeds received
by the Company from its initial public offering of Class A Common Stock on or
about November 14, 1994) from the issuance and sale (other than to a Restricted
Subsidiary) of Capital Stock (other than Disqualified Stock) to the extent that
such proceeds are not used to redeem, repurchase, retire or otherwise acquire
Capital Stock or any Indebtedness of the Company or any Restricted Subsidiary
pursuant to clause (ii) of Section 4.05(b).


 


(b)                                 The
provisions of Section 4.05(a) will not prohibit, so long as there is no
Default or Event of Default continuing, the following actions (collectively, “Permitted Payments”):


 


(i)                                     the
payment of any dividend within 60 days after the date of declaration thereof,
if at such declaration date such payment would have been permitted under this
Indenture, and such payment shall be deemed to have been paid on such date of
declaration for purposes of clause (iii) of Section 4.05(a); and


 


(ii)                                  the
redemption, repurchase, retirement or other acquisition of any Capital Stock or
any Indebtedness of the Company in exchange for, or out of the proceeds of, the
substantially concurrent sale (other than to a Restricted Subsidiary) of
Capital Stock of the Company (other than any Disqualified Stock).


 


SECTION 4.06.                                                                 Corporate
Existence.


 


Subject to Section 4.14 and Article V, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate, partnership or other
existence of each of its Restricted Subsidiaries in accordance with the
respective organizational documents of each of its Restricted Subsidiaries and
the rights (charter and statutory), licenses and franchises of the Company and
each of its Restricted Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any Restricted Subsidiary, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders.


 


SECTION 4.07.                                                                 Limitation
on Incurrence of Indebtedness and Issuance of Disqualified Stock.


 


(a)                                  The
Company will not, and will not permit any of its Restricted Subsidiaries 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 Debt) or issue any Disqualified Stock if, at the time of
and immediately after giving pro forma effect to such


 


32

















 


incurrence of Indebtedness or issuance of Disqualified Stock, the Debt
to Operating Cash Flow Ratio of the Company and its Restricted Subsidiaries is
more than 7.0:1.


 


(b)                                 Section 4.07(a)
will not apply to the incurrence of any of the following (collectively, “Permitted
Indebtedness”):


 


(i)                                     Senior
Bank Debt arising under the Credit Agreement;


 


(ii)                                  Indebtedness
of any Restricted Subsidiary consisting of a guarantee of the Company’s Senior
Bank Debt under the Credit Agreement;


 


(iii)                               Indebtedness
of the Company represented by the Notes and Indebtedness of any Subsidiary
Guarantor represented by a Subsidiary Guarantee;


 


(iv)                              Indebtedness
of the Company represented by the Series B Notes;


 


(v)                                 Indebtedness
owed by any Wholly Owned Restricted Subsidiary to the Company or to another
Wholly Owned Restricted Subsidiary, or owed by the Company to any Wholly Owned
Restricted Subsidiary; provided that any such Indebtedness shall
be at all times held by a Person which is either the Company or a Wholly Owned
Restricted Subsidiary of the Company; and provided, further, that upon either (a)
the transfer or other disposition of any such Indebtedness to a Person other
than the Company or another Wholly Owned Restricted Subsidiary or (b) the sale,
lease, transfer or other disposition of shares of Capital Stock (including by
consolidation or merger) of any such Wholly Owned Restricted Subsidiary to a
Person other than the Company or another Wholly Owned Restricted Subsidiary,
the incurrence of such Indebtedness shall be deemed to be an incurrence that is
not permitted by this clause (v);


 


(vi)                              guarantees
of any Restricted Subsidiary that are made in accordance with the provisions of
Section 4.15;


 


(vii)                           Indebtedness
arising with respect to Interest Rate Agreement Obligations incurred for the
purpose of fixing or hedging interest rate risk with respect to any floating
rate Indebtedness that is permitted by the terms of this Indenture to be outstanding;


 


(viii)                        Purchase
Money Indebtedness and Capital Lease Obligations which do not exceed, as
determined in accordance with GAAP, $10,000,000 in the aggregate at any one
time outstanding;


 


(ix)                                Indebtedness
of the Company or any Restricted Subsidiary outstanding on the Issue Date
(including, without limitation, any Indebtedness of the Company represented by
the 81⁄2% senior notes due 2008 originally issued on the Issue Date and any
Indebtedness of any Restricted Subsidiary represented by a guarantee of such
Indebtedness);


 


(x)                                   any
Indebtedness incurred in connection with or given in exchange for the renewal,
extension, substitution, refunding, defeasance, refinancing or replacement of
any


 


33

















 


Indebtedness described in clauses (iii), (iv) and (ix) above or
incurred under the Debt to Operating Cash Flow Ratio pursuant to
Section 4.07(a) (“Refinancing Indebtedness”); provided that
(a) the principal amount of such Refinancing Indebtedness shall not exceed the
principal amount of the Indebtedness so renewed, extended, substituted,
refunded, defeased, refinanced or replaced (plus the premiums paid in connection
therewith (which shall not exceed the stated amount of any premium or other
payment required to be paid in connection with such a refinancing pursuant to
the terms of the Indebtedness being renewed, extended, substituted, refunded,
defeased, refinanced or replaced) and the expenses incurred in connection
therewith); (b) with respect to Refinancing Indebtedness of any Indebtedness
other than Senior Debt, the Refinancing Indebtedness shall have a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of the Indebtedness being renewed, extended, substituted, refunded,
defeased, refinanced or replaced; and (c) with respect to Refinancing
Indebtedness of Indebtedness other than Senior Debt incurred by (1) the
Company, such Refinancing Indebtedness shall rank no more senior, and shall be
at least as subordinated, in right of payment to the Notes as the Indebtedness
being renewed, extended, substituted, refunded, defeased, refinanced or
replaced, and (2) a Subsidiary Guarantor, such Refinancing Indebtedness shall
rank no more senior, and shall be at least as subordinated, in right of payment
to the Subsidiary Guarantee as the Indebtedness being renewed, extended,
substituted, refunded, defeased, refinanced or replaced; and


 


(xi)                                Indebtedness
of the Company in addition to that described in clauses (i) through (x)
above, and any renewals, extensions, substitutions, refinancings or replacements
of such Indebtedness, so long as the aggregate principal amount of all such
Indebtedness incurred pursuant to this clause (xi) does not exceed
$15,000,000 at any one time outstanding.


 


For purposes of determining compliance with this Section 4.07, in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (i) through
(xi) above or is entitled to be incurred pursuant to Section 4.07(a), the
Company shall, in its sole discretion, classify such item of Indebtedness in
any manner that complies with this Section 4.07 and such item of Indebtedness
shall be treated as having been incurred as so classified.


 


SECTION 4.08.                                                                 Limitation
on Transactions with Affiliates.


 


The Company will not, and will not permit any Restricted Subsidiary 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, property or services) with any Affiliate of the
Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless
(i) such transaction or series of transactions is 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 (ii) (a) with respect to any
transaction or series of transactions involving aggregate payments in excess of
$1,000,000, the Company delivers an Officers’ Certificate to the Trustee
certifying that such transaction or series of related transactions complies
with clause (i) above and such transaction


 


34

















 


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 the Independent Directors or, in the event there is only one Independent
Director, by such Independent Director), and (b) with respect to any
transaction or series of transactions involving aggregate payments in excess of
$5,000,000, an opinion as to the fairness to the Company or such Restricted
Subsidiary from a financial point of view issued by an investment banking firm
of national standing.  Notwithstanding
the foregoing, this provision will not apply to (i) employment agreements or
compensation or employee benefit arrangements with an officer, director or
employee of the Company entered into in the ordinary course of business (including
customary benefits thereunder), (ii) any transaction entered into by the
Company or one of its Wholly Owned Restricted Subsidiaries with one or more
Wholly Owned Restricted Subsidiaries of the Company, and (iii) the national
advertising representation agreements between the Company (or any of its
Restricted Subsidiaries) and Adam Young, Inc. existing on the date of this
Indenture (and any renewals, extensions or replacements thereof, and any future
such agreements with respect to television stations acquired by the Company or
its Restricted Subsidiaries after the date of this Indenture, so long as such
renewals, extensions, replacements or future agreements are on terms substantially
similar to those of such existing agreements) and other transactions in
existence on the date of this Indenture and described in or incorporated by
reference to the Final Memorandum.


 


SECTION 4.09.                                                                 Limitation
on Liens.


 


The Company will not, and will not permit any Subsidiary Guarantor to,
directly or indirectly, create, incur, assume or suffer to exist any Lien
(other than Permitted Liens) on any asset now owned or hereafter acquired, or
any income or profits therefrom or assign or convey any right to receive income
therefrom to secure any Indebtedness; provided that in addition to creating
Permitted Liens on its properties or assets, (i) the Company may create any
Lien upon any of its properties or assets (including, but not limited to, any
Capital Stock of its Subsidiaries) if the Notes are equally and ratably secured
thereby, and (ii) a Subsidiary Guarantor may create any Lien upon any of its
properties or assets (including, but not limited to, any Capital Stock of its
Subsidiaries) if its Subsidiary Guarantee is equally and ratably secured
thereby; provided,
however, that if (a) the Company creates any Lien on its assets to
secure any Subordinated Indebtedness of the Company, the Lien securing such
Subordinated Indebtedness shall be subordinated and junior to the Lien securing
the Notes with the same or lesser priorities as the Subordinated Indebtedness
shall have with respect to the Notes, and (b) a Subsidiary Guarantor creates
any Lien on its assets to secure any Subordinated Indebtedness of such
Subsidiary Guarantor, the Lien securing such Subordinated Indebtedness shall be
subordinated and junior to the Lien securing the Subsidiary Guarantee of such
Subsidiary Guarantor with the same or lesser priorities as the Subordinated
Indebtedness shall have with respect to the Subsidiary Guarantee.


 


SECTION 4.10.                                                                 Taxes.


 


The Company shall, and shall cause each of its Restricted Subsidiaries
to, pay prior to delinquency all taxes, assessments and governmental levies the
failure of which to pay could reasonably be expected to result in a material
adverse effect on the condition (financial or otherwise), business or results
of operations of the Company and its Restricted Subsidiaries taken as a whole,
except for those taxes contested in good faith by appropriate proceedings.


 


35

















 


SECTION 4.11.                                                                 Limitation
on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


The Company will not, and will not permit any of its 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 to (i) pay dividends or make any other distributions to
the Company or any other Restricted Subsidiary on its Capital Stock or with
respect to any other interest or participation in, or measured by, its profits,
or pay any Indebtedness owed to the Company or any other Restricted Subsidiary,
(ii) make loans or advances to the Company or any other Restricted Subsidiary,
or (iii) transfer any of its properties or assets to the Company or any other
Restricted Subsidiary, except for such encumbrances or restrictions existing
under or by reason of (a) the Credit Agreement as in effect on the Issue Date,
and any amendments, restatements, renewals, replacements or refinancings
thereof; provided
that such amendments, restatements, renewals, replacements or
refinancings are no more restrictive in the aggregate with respect to such
dividend and other payment restrictions than those contained in the Credit
Agreement (or, if more restrictive, than those contained in this Indenture)
immediately prior to any such amendment, restatement, renewal, replacement or
refinancing, (b) applicable law, (c) any instrument governing Indebtedness or
Capital Stock of an Acquired Person acquired by the Company or any of its
Restricted Subsidiaries as in effect at the time of such acquisition (except to
the extent such Indebtedness was incurred in connection with such acquisition);
provided that
(1) such restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Acquired Person, and (2) the consolidated
net income of an Acquired Person for any period prior to such acquisition shall
not be taken into account in determining whether such acquisition was permitted
by the terms of this Indenture, (d) by reason of customary non-assignment
provisions in leases entered into in the ordinary course of business and
consistent with past practices, (e) Purchase Money Indebtedness for property
acquired in the ordinary course of business that only impose restrictions on
the property so acquired, (f) an agreement for the sale or disposition of the
Capital Stock or assets of such Restricted Subsidiary; provided that such
restriction is only applicable to such Restricted Subsidiary or assets, as
applicable, and such sale or disposition otherwise is permitted under the
covenant described under Section 4.14; and provided, further,  that
such restriction or encumbrance shall be effective only for a period from the
execution and delivery of such agreement through a termination date not later
than 270 days after such execution and delivery, (g) Refinancing Indebtedness
permitted under this Indenture; provided that the restrictions contained
in the agreements governing such Refinancing Indebtedness are no more
restrictive in the aggregate than those contained in the agreements governing
the Indebtedness being refinanced immediately prior to such refinancing, or
(h) this Indenture.


 


SECTION 4.12.                                                                 Maintenance of Office or Agency.


 


The Company will maintain in the Borough of Manhattan, the City of
New York, an office or an agency (which may be an office of any Agent)
where Notes may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served.  The
Company will give prompt written notice to the Trustee of any change in the
location of such office or agency.  If
at any time the


 


36

















 


Company shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office.


 


The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided, however,  that
no such designation or rescission shall in any matter relieve the Company of
its obligations to maintain an office or agency in the Borough of Manhattan,
the City of New York, for such purposes. 
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


 


The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with
Section 2.03.


 


SECTION 4.13.                                                                 Change
of Control.


 


(a)                                  In
the event of a Change of Control, each Holder will have the right, subject to
Section 4.13(c) and the other terms and conditions of this Indenture, to
require the Company to offer to repurchase all or any portion (equal to $1,000
or an integral multiple thereof) of such Holder’s Notes at a purchase price in
cash equal to 101% of the aggregate principal amount thereof, plus accrued and
unpaid interest to the date of purchase (a “Change of Control Offer”).


 


(b)                                 Within
30 days following the occurrence of any Change of Control, the Company shall
mail to each holder of Notes at such holder’s registered address a notice
stating:  (i) that a Change of Control
has occurred and that such holder has the right to require the Company to
repurchase all or a portion (equal to $1,000 or an integral multiple thereof)
of such holder’s Notes at a purchase price in cash equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest to the
date of purchase (the “Change of Control Purchase Date”),  which
shall be a Business Day, specified in such notice, that is not earlier than 30
days or later than 60 days from the date such notice is mailed, (ii) the amount
of accrued and unpaid interest as of the Change of Control Purchase Date, (iii)
that any Note not tendered will continue to accrue interest, (iv) that, unless
the Company defaults in the payment of the purchase price for the Notes payable
pursuant to the Change of Control Offer, any Notes accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest after
the Change of Control Purchase Date, (v) that Holders electing to tender any
Note or portion thereof will be required to surrender their Note, with a form
entitled “Option of Holder to Elect Purchase” completed, to the Paying Agent.
at the address specified in the notice prior to the close of business on the
Business Day preceding the Change of Control Purchase Date; provided that
Holders electing to tender only a portion of any Note must tender a principal
amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled
to withdraw their election to tender Notes if the Paying Agent receives, not
later than the close of business on the third Business Day preceding the Change
of Control Purchase Date, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have such Note
purchased, and (vii) that Holders whose Notes are accepted for payment in part
will be issued new Notes equal in principal amount to the unpurchased portion
of Notes surrendered; provided that only Notes in a principal
amount of $1,000 or integral multiples thereof will be accepted for payment in
part.


 


37

















 


(c)                                  In
the event that a Change of Control occurs at a time when the Company is
prohibited from repurchasing the Notes by the Credit Agreement or any other
agreement governing Senior Debt of the Company, the Company will seek to either
repay such Senior Debt or obtain the requisite consents of the holders of such
Senior Debt to commence a Change of Control Offer to repurchase the Notes
within 30 days of the occurrence of the Change of Control; provided, however,
that the failure of the Company either to repay such Senior Debt or to obtain
such consents shall in no way affect the right of each Holder to have its Notes
repurchased or relieve the Company of its obligation hereunder to commence such
a Change of Control Offer and to repurchase the Notes pursuant to Sections
4.13(a) and 4.13(b) hereof.


 


SECTION 4.14.                                                                 Limitation
on Asset Sales.


 


(a)                                  The
Company will not, and will not permit any Restricted Subsidiary to, make any
Asset Sale unless (i) the Company or such Restricted Subsidiary, as the case
may be, receives consideration at the time of such Asset Sale at least equal to
the fair market value (as evidenced by a resolution of the Board of Directors
set forth in an Officers’ Certificate delivered to the Trustee) of the assets
or other property sold or disposed of in the Asset Sale, and (ii) at least 75%
of such consideration is in the form of cash or Cash Equivalents; provided that
for purposes of this covenant “cash” shall include the amount of any
liabilities (other than liabilities that are by their terms subordinated to the
Notes or any Subsidiary Guarantee) of the Company or such Restricted Subsidiary
(as shown on the Company’s or such Restricted Subsidiary’s most recent balance
sheet or in the notes thereto) that are assumed by the transferee of any such
assets or other property in such Asset Sale (and excluding any liabilities that
are incurred in connection with or in anticipation of such Asset Sale), but
only to the extent that such assumption is effected on a basis under which
there is no further recourse to the Company or any of its Restricted
Subsidiaries with respect to such liabilities; provided, further,
that the Company and such Restricted Subsidiary shall be permitted to make an
Asset Sale without complying with clause (ii) above to the extent the
consideration for such Asset Sale constitutes Additional Assets.


 


(b)                                 Within
360 days after any Asset Sale, the Company may elect to apply the Net Proceeds
from such Asset Sale to (i) permanently reduce any Senior Debt of the Company,
and/or (ii) make an investment in, or acquire assets directly related to, the
television broadcasting business.  Pending
the final application of any such Net Proceeds, the Company may temporarily
reduce Senior Bank Debt of the Company or temporarily invest such Net Proceeds
in any manner permitted by this Indenture. 
Any Net Proceeds from an Asset Sale not applied or invested as provided
in the first sentence of this paragraph within 360 days of such Asset Sale will
be deemed to constitute “Excess Proceeds.”


 


(c)                                  As
soon as practical, but in no event later than 10 Business Days after any date
(an “Asset
Sale Offer Trigger Date”) that the aggregate amount of Excess Proceeds
exceeds $5,000,000, the Company shall, if and to the extent permitted by the
agreements governing any Senior Debt of the Company and the Existing Notes
Indentures as in effect on the Issue Date, commence an offer to purchase the
maximum principal amount of Notes and other Indebtedness of the Company, if any
(such other Indebtedness, “Pari Passu Indebtedness”), that ranks pari passu in
right of payment with the Notes (to the extent required by the instrument
governing such Pari Passu Indebtedness) that may be purchased out of the Excess
Proceeds (an “Asset Sale


 


38

















 


Offer”).  To the extent the Excess Proceeds are in
respect of a KRON Sale, in connection with complying with the foregoing
requirement to make an Asset Sale Offer, the Company shall either (i) commence
an Asset Sale Offer or (ii) commence an offer to purchase the maximum
principal amount of Pari Passu Indebtedness of the Company (to the extent
required by the instrument governing such other Indebtedness) that may be
purchased out of the pro rata portion of Excess Proceeds
attributable to such Pari Passu Indebtedness (the “Pari Passu Asset Sale Offer”);
provided that
the Company shall not have the right to effect a Pari Passu Asset Sale Offer
unless it simultaneously uses the pro rata portion of the Excess Proceeds
attributable to the Notes to effect a KRON Redemption; provided, further,
that prior to making any such Asset Sale Offer, Pari Passu Asset Sale Offer or
KRON Redemption the Company may, to the extent required pursuant to the terms
of agreements governing any Senior Debt as in effect on the Issue Date, use all
or a portion of such Excess Proceeds to redeem or repurchase Senior Debt; provided,
further,
that the Company shall have no obligation in connection with a KRON Sale to
make an Asset Sale Offer in respect of the Notes if it elects to effect both a
KRON Redemption and a Pari Passu Asset Sale Offer.  Any Notes and Pari Passu Indebtedness to be purchased pursuant to
an Asset Sale Offer shall be purchased pro rata based on the aggregate principal
amount of Notes and such other Pari Passu Indebtedness outstanding and all
Notes shall be purchased at an offer price in cash in an amount equal to 100%
of the principal amount thereof, plus accrued and unpaid interest to the date
of purchase.  To the extent that any
Excess Proceeds remain after completion of an Asset Sale Offer or a Pari Passu
Asset Sale Offer, the Company may use the remaining amount for general
corporate purposes.  In the event that
the Company is prohibited under the terms of any agreement governing
outstanding Senior Debt of the Company from repurchasing Notes with Excess
Proceeds pursuant to an Asset Sale Offer or a KRON Redemption, the Company
shall be permitted to, in connection with an Asset Sale, repurchase its 10%
Senior Subordinated Notes due 2011 pursuant to the terms of the indenture
governing such notes to the extent required by such indenture or promptly use
all Excess Proceeds to permanently reduce such outstanding Senior Debt of the
Company.


 


(d)                                 Within
30 days following the occurrence of any Asset Sale Offer Trigger Date, the
Company shall mail to each holder of Notes at such holder’s registered address
a notice stating:  (i) that an Asset
Sale Offer Trigger Date has occurred and that the Company is offering to
purchase the maximum principal amount of Notes that may be purchased out of the
Excess Proceeds (to the extent provided in Section 4.14(c)), at an offer
price in cash in an amount equal to 100% of the principal amount thereof, plus
accrued and unpaid interest to the date of purchase (the “Asset Sale Offer Purchase Date”),  which
shall be a Business Day, specified in such notice, that is not earlier than 30
days or later than 60 days from the date such notice is mailed, (ii) the amount
of accrued and unpaid interest as of the Asset Sale Offer Purchase Date, (iii)
that any Note not tendered will continue to accrue interest, (iv) that, unless
the Company defaults in the payment of the purchase price for the Notes payable
pursuant to the Asset Sale Offer, any Notes accepted for payment pursuant to
the Asset Sale Offer shall cease to accrue interest after the Asset Sale Offer
Purchase Date, (v) that Holders electing to tender any Note or portion thereof
will be required to surrender their Note, with a form entitled “Option of
Holder to Elect Purchase” completed, to the Paying Agent at the address
specified in the notice prior to the close of business on the Business Day
preceding the Asset Sale Offer Purchase Date; provided that Holders
electing to tender only a portion of any Note must tender a principal amount of
$1,000 or integral multiples thereof, (vi) that Holders will be entitled to
withdraw their election to tender Notes if


 


39

















 


the Paying Agent receives, not later than the close of business on the
third Business Day preceding the Asset Sale Offer Purchase Date, a facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have such Note purchased, and (vii) that
Holders whose Notes are accepted for payment in part will be issued new Notes
equal in principal amount to the unpurchased portion of Notes surrendered; provided that
only Notes in a principal amount of $1,000 or integral multiples thereof will
be accepted for payment in part; it being understood that, in the event of a
KRON Sale, if the Company elects to effect a KRON Redemption, this
Section 4.14(d) shall not apply and the terms and requirements relating to
such KRON Redemption shall be governed by Article III hereof.


 


SECTION 4.15.                                                                 Limitation
on Guarantees of Company Indebtedness by Restricted Subsidiaries.


 


(a)                                  In
the event that any Restricted Subsidiary, directly or indirectly, guarantees
any Indebtedness of the Company other than the Notes (the “Other Indebtedness”) the Company
shall cause such Restricted Subsidiary to concurrently guarantee (an “Additional
Guarantee”)  the Company’s Obligations under this
Indenture and the Notes to the same extent that such Restricted Subsidiary
guaranteed the Company’s Obligations under the Other Indebtedness (including
waiver of subrogation, if any); provided that if such Other Indebtedness
is (i) Senior Debt, the Additional Guarantee shall be subordinated in
right of payment to the guarantee of such Other Indebtedness, in the same
manner and to the same extent as the Notes are subordinated to Senior Debt
pursuant to the subordination provisions of this Indenture, and such Additional
Guarantee shall be on the same terms and subject to the same conditions as the
Initial Guarantees given under this Indenture, (ii) Senior Subordinated
Indebtedness, the Additional Guarantee shall be pari passu in right of
payment with the guarantee of the Other Indebtedness, or (iii) Subordinated
Indebtedness, the Additional Guarantee shall be senior in right of payment to
the guarantee of the Other Indebtedness; provided, however, that each Additional
Guarantee shall by its terms provide that the Additional Guarantor making such
Additional Guarantee will be automatically and unconditionally released and
discharged from its obligations under such Additional Guarantee upon the
release or discharge of the guarantee of the Other Indebtedness that resulted
in the creation of such Additional Guarantee, except a discharge or release by,
or as a result of, any payment under the guarantee of such Other Indebtedness
by such Additional Guarantor.


 


(b)                                 To
the extent that any Restricted Subsidiary is required to become an Additional
Guarantor pursuant to Section 4.15(a), the Company and each Subsidiary Guarantor
shall cause such Restricted Subsidiary to execute such instruments and take
such actions as the Trustee may require to evidence the Additional Guarantee
required under Section 4.15(a).


 


SECTION 4.16.                                                                 Limitation
on Incurrence of Senior Subordinated Debt.


 


(a)                                  The
Company will not, directly or indirectly, incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinated
or junior in right of payment to any Senior Debt of the Company and senior in
any respect in right of payment to the Notes, and (b) the Company will not,
directly or indirectly, permit any Subsidiary Guarantor to incur, create,
issue, assume, guarantee or otherwise become liable for any Indebtedness that
is


 


40

















 


subordinated or junior in right of payment to its Senior Debt and
senior in any respect in right of payment to its Subsidiary Guarantee.


 


SECTION 4.17.                                                                 Limitation
on Subsidiary Capital Stock.


 


The Company will not permit any Restricted Subsidiary of the Company to
issue any Capital Stock, except for (i) Capital Stock issued to and held by the
Company or a Wholly Owned Restricted Subsidiary, and (ii) Capital Stock 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 Capital Stock was not
issued by such Person in anticipation of the type of transaction contemplated
by clause (a), (b) or (c).


 


SECTION 4.18.                                                                 Future
Subsidiary Guarantors.


 


The Company and each Subsidiary Guarantor shall cause each Restricted
Subsidiary of the Company which, after the date of this Indenture (if not then
a Subsidiary Guarantor), becomes a Restricted Subsidiary to execute and deliver
an indenture supplemental to this Indenture and thereby become an Additional Guarantor
which shall be bound by the Guarantee of the Notes in the form set forth in
this Indenture (without such Additional Guarantor being required to execute and
deliver the Guarantee endorsed on the Notes).


 


SECTION 4.19.                                                                 Limitation on Certain Transfers of
Assets.


 


The Company and the Subsidiary Guarantors will not sell, convey,
transfer or otherwise dispose of their respective assets or properties to any
of the Company’s Subsidiaries (other than another Subsidiary 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.  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 (i) $1,000,000 for any sale, conveyance,
transfer, lease or disposition or series of related sales, conveyances,
transfers, leases and dispositions or (ii) $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 4.20.                                                                 Maintenance
of Properties.


 


The Company will cause all properties used in the conduct of its
business or the business of any Restricted Subsidiary to be maintained and kept
in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company or any Restricted
Subsidiary from discontinuing the operation or maintenance of any of such
properties if such discontinuance is, as determined by the Board of Directors
of the Company in good faith, desirable in the conduct of its business or the
business or any of its Restricted Subsidiaries.


 


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SECTION 4.21.                                                                 Maintenance
of Insurance.


 


The Company shall, and shall cause each of its Restricted Subsidiaries
to, keep at all times all of its properties which are of an insurable nature
insured against loss or damage with insurers believed by the Company to be
responsible to the extent that property of similar character usually is so
insured by corporations similarly situated and owning like properties in accordance
with good business practice.


 


ARTICLE V


 


SUCCESSORS


 


SECTION 5.01.                                                                 Merger, Consolidation and Sale of Assets.


 


(a)                                  The
Company shall not consolidate or merge with or into (whether or not the Company
is the Surviving Person), or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets in one or more
related transactions, to another Person unless (i) the Surviving Person is a
corporation organized or existing under the laws of the United States, any
state thereof or the District of Columbia; (ii) the Surviving Person (if other
than the Company) assumes all the obligations of the Company under this
Indenture and the Notes pursuant to a supplemental indenture in a form
reasonably satisfactory to the Trustee; (iii) at the time of and immediately
after such Disposition, no Default or Event of Default shall have occurred and
be continuing; and (iv) the Surviving Person (A) will have Consolidated Net
Worth (immediately giving effect to the Disposition on a pro forma basis) equal
to or greater than the Consolidated Net Worth of the Company immediately
preceding the transaction, and (B) at the time of such Disposition and
after giving pro forma effect thereto, would be permitted to incur at least
$1.00 of additional Indebtedness pursuant to Section 4.07(a).


 


(b)                                 In
the event of a sale of all or substantially all of the assets of any Subsidiary
Guarantor or all of the Capital Stock of any Subsidiary Guarantor, by way of
merger, consolidation or otherwise, the Surviving Person of any such merger or
consolidation, or such Subsidiary Guarantor if all of its capital stock is
sold, shall be released and relieved of any and all Obligations under the
Subsidiary Guarantee of such Subsidiary Guarantor if (i) the person or entity
surviving such merger or consolidation or acquiring the capital stock of such
Subsidiary Guarantor is not a Subsidiary of the Company, and (ii) the Net
Proceeds from such sale are used after such sale in a manner that complies with
the provisions of Section 4.14 concerning the disposition of Net Proceeds
from an Asset Sale.


 


(c)                                  Except
as provided in Section 5.01(b), no Subsidiary Guarantor shall consolidate
with or merge with or into another Person, whether or not such Person is affiliated
with such Subsidiary Guarantor and whether or not such Subsidiary Guarantor is
the Surviving Person, unless (i) the Surviving Person is a corporation
organized or existing under the laws of the United States, any state thereof or
the District of Columbia; (ii) the Surviving Person (if other than such Subsidiary
Guarantor) assumes all the Obligations of such Subsidiary Guarantor under this
Indenture and the Notes pursuant to a supplemental indenture in a form
reasonably satisfactory to the Trustee; (iii) at the time of and immediately
after such Disposition, no Default or Event of Default shall have occurred and
be continuing; and (iv) the Surviving Person will have


 


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Consolidated Net Worth (immediately after giving pro forma effect to
the Disposition) equal to or greater than the Consolidated Net Worth of such
Subsidiary Guarantor immediately preceding the transaction; provided,
however, that clause (iv) of this Section 5.01(c) shall
not be a condition to a merger or consolidation of a Subsidiary Guarantor if
such merger or consolidation only involves the Company and/or one or more
Wholly Owned Restricted Subsidiaries of the Company.


 


(d)                                 Prior
to the consummation of any proposed Disposition, merger or consolidation of the
Company or a Subsidiary Guarantor or the sale of all or substantially all of
the assets of the Company or a Subsidiary Guarantor, the Company shall deliver
to the Trustee an Officers’ Certificate stating that such transaction complies
with this Indenture and an Opinion of Counsel stating that such transaction and
the supplemental indenture, if required, comply with this Indenture.


 


SECTION 5.02.                                                                 Surviving
Person Substituted.


 


In the event of any transaction (other than a lease) described in and
complying with the conditions listed in Section 5.01(a) or (c) in which
the Company or any Subsidiary Guarantor is not the Surviving Person and the
Surviving Person is to assume all the obligations of the Company or any such
Subsidiary Guarantor under the Notes and this Indenture pursuant to a supplemental
indenture, such Surviving Person shall succeed to, and be substituted for, and
may exercise every right and power of, the Company or such Subsidiary Guarantor,
as the case may be, and the Company or such Subsidiary Guarantor, as the case
may be, would be discharged from its obligations under this Indenture, the
Notes or its Subsidiary Guarantee, as the case may be.


 


ARTICLE VI


 


DEFAULTS AND REMEDIES


 


SECTION 6.01.                                                                 Events
of Default.


 


(a)                                  Each
of the following constitutes an “Event of Default”:


 


(i)                                     a
default for 30 days in the payment when due of interest on any Note (whether or
not prohibited by the subordination provisions of this Indenture);


 


(ii)                                  a
default in the payment when due of principal on any Note (whether or not
prohibited by the subordination provisions of this Indenture), whether upon
maturity, acceleration, optional or mandatory redemption, required repurchase
or otherwise;


 


(iii)                               failure
to perform or comply with any covenant, agreement or warranty in this Indenture
(other than the defaults specified in clauses (i) and (ii) above) which
failure continues (A) in the case of any such covenant, agreement or warranty
contained in Sections 4.05, 4.07, 4.14 and 5.01, for 30 days after written
notice thereof has been given to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in aggregate principal amount of
the then outstanding Notes and (B) in the case of any other such covenant,
agreement or warranty contained in this Indenture, for 60 days


 


43

















 


after written notice thereof has been given to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes;


 


(iv)                              the
occurrence of one or more defaults under any agreements, indentures or
instruments under which the Company, any Subsidiary Guarantor or any other Restricted
Subsidiary then has outstanding Indebtedness in excess of $5,000,000 in the
aggregate and, if not already matured at its final maturity in accordance with
its terms, such Indebtedness shall have been accelerated;


 


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


 


(vi)                              one
or more judgments, orders or decrees for the payment of money in excess of
$5,000,000, either individually or in the aggregate (net of amounts covered by
reputable and credit worthy insurance company, or by bond, surety or similar
instrument) shall be entered against the Company, any Subsidiary Guarantor or
any other Restricted Subsidiary or any of their respective properties and which
judgments, orders or decrees are not paid, discharged, bonded or stayed for a
period of 60 days after their entry;


 


(vii)                           any
holder or holders of at least $5,000,000 in aggregate principal amount of
Indebtedness of the Company, any Subsidiary Guarantor or any other Restricted
Subsidiary after a default under such Indebtedness shall notify the Trustee of
the intended sale or disposition of any assets of the Company, any Subsidiary
Guarantor or any other Restricted Subsidiary with an aggregate fair market
value (as determined in good faith by the Company’s Board of Directors) of at
least $500,000 that have been pledged to or for the benefit of such holder or
holders to secure such Indebtedness or shall commence proceedings, or take any
action (including by way of set off), to retain in satisfaction of such
Indebtedness or to collect on, seize, dispose of or apply in satisfaction of
such Indebtedness, such assets of the Company, any Subsidiary Guarantor or any
other Restricted Subsidiary (including funds on deposit or held pursuant to
lock-box and other similar arrangements);


 


(viii)                        there
shall have been the entry by a court of competent jurisdiction of (a) a
decree or order for relief in respect of the Company, any Subsidiary Guarantor
or any other Restricted Subsidiary in an involuntary case or proceeding under
any applicable Bankruptcy Law or (b) a decree or order adjudging the Company,
any Subsidiary Guarantor or any other Restricted Subsidiary bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company, any Subsidiary Guarantor or any other Restricted
Subsidiary under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company, any Subsidiary Guarantor or any other
Restricted 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 days;
or


 


44

















 


(ix)                                (a) the
Company, any Subsidiary Guarantor or any other Restricted Subsidiary commences
a voluntary case or proceeding under any applicable Bankruptcy Law or any other
case or proceeding to be adjudicated bankrupt or insolvent, (b) the Company,
any Subsidiary Guarantor or any other Restricted Subsidiary consents to the
entry of a decree or order for relief in respect of the Company, such
Subsidiary Guarantor or such Restricted 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, (c) the Company, any
Subsidiary Guarantor or any other Restricted Subsidiary files a petition or
answer or consent seeking reorganization or relief under any applicable federal
or state law, (d) the Company, any Subsidiary Guarantor or any other Restricted
Subsidiary (x) 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, such Subsidiary
Guarantor or such Restricted Subsidiary or of any substantial part of their
respective property, (y) makes an assignment for the benefit of creditors or
(z) admits in writing its inability to pay its debts generally as they become
due or (e) the Company, any Subsidiary Guarantor or any other Restricted Subsidiary
takes any corporate action in furtherance of any such actions in this
paragraph (ix).


 


(b)                                 Any
notice of default delivered to the Company by the Trustee or by Holders of
Notes with a copy to the Trustee must specify the Default, demand that it be
remedied and state that the notice is a “Notice of Default.”


 


SECTION 6.02.                                                                 Acceleration.


 


(a)                                  If
any Event of Default (other than an Event of Default specified in
Section 6.01(a)(viii) or (ix)) occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may, and the Trustee at the request of such holders shall,
declare all the Notes to be due and payable immediately; provided, however, that if
any Indebtedness is outstanding pursuant to the Credit Agreement upon a declaration
of acceleration of the Notes, the principal and interest on the Notes will not
be payable until the earlier of (1) the day which is five Business Days after
notice of acceleration is given to the Company and the representative of the
lenders under the Credit Agreement, and (2) the date of acceleration of the
Indebtedness under the Credit Agreement. 
Notwithstanding the foregoing, in the case of an Event of Default
arising from the events specified in Section 6.01(a)(viii) or (ix), the
principal of, premium, if any, and any accrued and unpaid interest on all
outstanding Notes shall ipso facto become  immediately due and payable
without further action or notice.


 


(b)                                 In
the event of a declaration of acceleration of the Notes because an Event of
Default has occurred and is continuing as a result of the acceleration of any
Indebtedness described in Section 6.01(a)(iv), the declaration of
acceleration of the Notes shall be automatically annulled if the holders of any
Indebtedness described in Section 6.01(a)(iv) have rescinded the
declaration of acceleration in respect of such Indebtedness within 15 Business
Days of the date of such declaration and if (a) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction, and (b) all existing Events of Default, except
non-payment of principal or interest on the Notes that became due solely
because of the acceleration of the Notes, have been cured or waived.


 


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(c)                                  The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may rescind any declaration of acceleration of
such Notes and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Defaults and Events of Default (other
than the nonpayment of principal or premium, if any, or interest on, the Notes
which shall have become due by such declaration) shall have been cured or
waived.


 


SECTION 6.03.                                                                 Other
Remedies.


 


If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal of, or premium, if
any, or interest on, the Notes or to enforce the performance of any provision
of the Notes or this Indenture.  The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising
any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of
Default.  All remedies are cumulative to
the extent permitted by law.


 


SECTION 6.04.                                                                 Waiver
of Past Defaults.


 


The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its
consequences under this Indenture except (i) a continuing Default or Event of
Default in the payment of the principal of, or premium, if any, or interest on,
the Notes (which may only be waived with the consent of each Holder of Notes
affected), or (ii) in respect of a covenant or provision which under this
Indenture cannot be modified or amended without the consent of the Holder of
each Note outstanding.  Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefore shall deemed to have been cured for every purpose of this Indenture; provided that
no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon.


 


SECTION 6.05.                                                                 Control
by Majority of Holders.


 


Subject to Section 7.01(e), the Holders of a majority in aggregate
principal amount of the outstanding Notes may 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 it by this Indenture.  However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Holders, or would
involve the Trustee in personal liability.


 


SECTION 6.06.                                                                 Limitation
of Suits by Holders.


 


A Holder may pursue a remedy with respect to this Indenture or the
Notes only if:  (1) the Holder gives to
the Trustee notice of a continuing Event of Default; (2) the Holders of at
least 25% in principal amount of the then outstanding Notes make a request to
the Trustee to pursue the remedy; (3) such Holder or Holders offer to the
Trustee indemnity satisfactory to the Trustee against any loss liability or
expense; (4) the Trustee does not comply with the request


 


46

















 


within 60 days after receipt of the request and the offer of indemnity;
and (5) during such 60-day period the Holders of a majority in aggregate
principal amount of the then outstanding Notes do not give the Trustee a
direction inconsistent with the request. 
A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.  Holders of the Notes may not enforce this
Indenture, except as provided herein.


 


SECTION 6.07.                                                                 Rights
of Holders to Receive Payment.


 


Notwithstanding any other provision of this Indenture, but subject to
Article X, the right of any Holder to receive payment of principal of, and
premium, if any, and interest on, a Note, on or after a respective due date
expressed in the Note, or to bring suit for the enforcement of any such payment
on or after such respective date, shall not be impaired or affected without the
consent of the Holder.


 


SECTION 6.08.                                                                 Collection
Suit by Trustee.


 


If an Event of Default specified in Section 6.01(a)(i) or (a)(ii)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for (i) the
principal, premium, if any, and interest remaining unpaid on the Notes, (ii)
interest on overdue principal and premium, if any, and, to the extent lawful,
interest, and (iii) 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 (“Trustee Expenses”).


 


SECTION 6.09.                                                                 Trustee
May File Proofs of Claim.


 


The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable to have the claims of the Trustee (including
any claim for Trustee Expenses and for amounts due under Section 7.07) and
the Holders allowed in any Insolvency or Liquidation Proceeding relative to the
Company (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute to
Holders any money or other property payable or deliverable on any such claims
and each Holder authorizes any Custodian in any such Insolvency or Liquidation
Proceeding to make such payments to the Trustee, and if the Trustee shall
consent to the making of such payments directly to the Holders any such
Custodian is hereby authorized to make such payments directly to the Holders,
and to pay to the Trustee any amount due to it hereunder for Trustee Expenses,
and any other amounts due the Trustee under Section 7.07; provided, however,
that the Trustee shall not be authorized to (i) consent to, accept
or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Holder, or (ii) vote in
respect of the claim of any Holder in any such Insolvency or Liquidation
Proceeding.  To the extent that the
payment of any such Trustee Expenses, and any other amounts due the Trustee
under Section 7.07 out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties which the Holders may be entitled to receive in such
proceeding, whether in liquidation or under any plan of reorganization or arrangement
or otherwise.


 


47

















 


SECTION 6.10.                                                                 Priorities.


 


If the Trustee collects any money pursuant to this Article VI, it
shall pay out the money in the following order:


 


First:                                                   to
the Trustee for Trustee Expenses and for amounts due under Section 7.07;


 


Second:                                   to
the holders of Senior Debt to the extent required by Article X;


 


Third:                                              to
Holders for amounts due and unpaid on the Notes for principal, premium, if any,
and interest, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Notes for principal, premium, if any, and
interest, respectively; and


 


Fourth:                                       to
the Company or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix a record date and payment date for any payment to
Holders.


 


SECTION 6.11.                                                                 Undertaking
for Costs.


 


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 or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party
litigant.  This Section 6.11 does
not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07, or a suit by Holders of more than 10% in principal amount of
the then outstanding Notes.


 


ARTICLE VII


 


TRUSTEE


 


SECTION 7.01.                                                                 Duties
of Trustee.


 


(a)                                  If
an Event of Default occurs (and has not been cured) the Trustee shall
(i) exercise the rights and powers vested in it by this Indenture, and
(ii) use the same degree of care and skill in exercising such rights and powers
as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.


 


(b)                                 Except
during the continuance of an Event of Default: 
(i) the Trustee’s duties shall be determined solely by the express
provisions of this Indenture and the Trustee need perform only those duties
that are specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and (ii) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the


 


48

















 


statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. 
However, in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).


 


(c)                                  The
Trustee shall not be relieved from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:  (i) this Section 7.01(c) does not
limit the effect of Section 7.01(b); (ii) the Trustee shall not be
liable for any error of judgment made in good faith by a Trust Officer, unless
it is proved that the Trustee was negligent in ascertaining the pertinent
facts; and (iii) the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
it receives pursuant to Section 6.05.


 


(d)                                 Every
provision of this Indenture that in any way relates to the Trustee shall be
subject to paragraphs (a), (b) and (c) of this Section.


 


(e)                                  No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability.  The
Trustee shall be under no obligation to exercise any of its rights and powers
under this Indenture at the request of any Holders unless such Holders shall
have offered to the Trustee security and indemnity satisfactory to it against
any loss, liability or expense.


 


(f)                                    The
Trustee shall not be liable for interest on any money received by it except as
it may agree in writing with the Company. 
Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.


 


(g)                                 The
Trustee shall not be charged with knowledge of any Event of Default described
in Section 6.01(a)(iii), (iv), (v), (vi), (vii), (viii) or (ix) hereof
unless a Trust Officer of the Trustee shall have actual knowledge of such Event
of Default.


 


SECTION 7.02.                                                                 Rights
of Trustee.


 


(a)                                  The
Trustee may conclusively rely on and shall be protected in acting or refraining
from acting on any document it believes to be genuine and to have been signed
or presented by the proper Person.  The
Trustee need not investigate any fact or matter stated in any such document.


 


(b)                                 Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel, or both. 
The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers’ Certificate or Opinion of Counsel; provided that
such action or omission does not constitute gross negligence.  The Trustee may consult with counsel of its
selection and 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 under this Indenture in good faith and in reliance on
such advice or opinion.


 


49

















 


(c)                                  The
Trustee may act through agents or attorneys and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.


 


(d)                                 The
Trustee shall not be liable for any action it takes or omits in good faith that
it believes to be authorized or within its rights or powers.


 


(e)                                  Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer
of the Company.


 


The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.


 


SECTION 7.03.                                                                 Individual
Rights of Trustee.


 


The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any of its
Affiliates with the same rights it would have if it were not Trustee.  However, if the Trustee acquires any
conflicting interest it must eliminate such conflict within 90 days, apply to
the Commission for permission to continue as Trustee, or resign.  Each Agent shall have the same rights as the
Trustee under this Section 7.03.


 


SECTION 7.04.                                                                 Trustee’s
Disclaimer.


 


The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes; it shall not be
accountable for the Company’s use of the proceeds from the Notes or for any
money paid to the Company or upon the Company’s direction under any provisions
of this Indenture; it shall not be responsible for the use or application of
any money that any Paying Agent other than the Trustee receives; and it shall
not be responsible for any statement or recital in this Indenture or any
statement in the Notes or any other document executed in connection with the
sale of the Notes or pursuant to this Indenture other than its certificate of
authentication.


 


SECTION 7.05.                                                                 Notice
to Holders of Defaults and Events of Default.


 


If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders a notice of the Default
or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of
Default in payment on any Note (including any failure to redeem Notes called
for redemption or any failure to purchase Notes tendered pursuant to an Offer
that are required to be purchased by the terms of this Indenture), the Trustee
may withhold the notice if and so long as a committee of its Trust Officers
determines in good faith that withholding such notice is in the Holders’
interests.


 


50

















 


SECTION 7.06.                                                                 Reports
by Trustee to Holders.


 


Within 60 days after each May 15, beginning with May 15,
2004, the Trustee shall mail to Holders a brief report dated as of such
reporting date that complies with Section 313(a) of the TIA (but if no
event described in Section 313(a) of the TIA has occurred within the
twelve months preceding the reporting date, no report need be
transmitted).  The Trustee also shall
comply with Section 313(b)(2) of the TIA. 
The Trustee shall also transmit by mail all reports as required by
Section 313(c) of the TIA.


 


Commencing at the time this Indenture is qualified under the TIA, a
copy of each report at the time of its mailing to Holders shall be filed with
the Commission and each stock exchange on which the Notes are listed.  The Company shall promptly notify the
Trustee when the Notes are listed on any stock exchange and of any delisting
thereof.


 


SECTION 7.07.                                                                 Compensation
and Indemnity.


 


The Company shall pay to the Trustee from time to time such
compensation as shall be agreed in writing by the Company and the Trustee for
its services hereunder.  The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust.  The Company shall
reimburse the Trustee upon request for all reasonable disbursements, advances
and expenses it incurs or makes in addition to the compensation for its
services.  Such expenses shall include
the reasonable compensation, disbursements and expenses of the Trustee’s agents
and counsel.


 


The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses (including, without limitation, reasonable attorney’s
fees and expenses) the Trustee incurs arising out of or in connection with the
acceptance or administration of its duties under this Indenture, except as set
forth below.  The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity; provided,
however,
that failure by the Trustee to provide the Company with any such notice shall
not relieve the Company of any of its obligations under this Section 7.07.
The Trustee shall cooperate in the defense of any such claim.  The Trustee may have separate counsel and
the Company shall pay the reasonable fees and expenses of such counsel.  The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.


 


The Company’s obligations under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.  The Company need not reimburse any expense or indemnify against
any loss or liability the Trustee incurs through negligence or bad faith.


 


To secure payment of the Company’s obligations under this
Section 7.07, the Trustee shall have a Lien prior to the Notes on all
money or property the Trustee holds or collects, except that held in trust or
as security to pay principal of, and premium, if any, and interest on,
particular Notes.  Such Lien shall
survive the satisfaction and discharge of this Indenture.


 


When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(a)(viii) or (ix) occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute administrative


 


51

















 


expenses under any Bankruptcy Law without any need to demonstrate
substantial contribution under Bankruptcy Law.


 


The Company and the Subsidiary Guarantors’ payment obligations pursuant
to this Section 7.07 shall survive the resignation and removal of the
Trustee and the discharge of this Indenture.


 


SECTION 7.08.                                                                 Replacement
of Trustee.


 


A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08.


 


The Trustee may resign and be discharged from the trust hereby created
by so notifying the Company.  The
Holders of a majority in aggregate principal amount of the then outstanding
Notes may remove the Trustee by so notifying the Trustee and the Company.  The Company may remove the Trustee if:  (i) the Trustee fails to comply with
Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent
or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law; (iii) a Custodian or public officer takes charge of the
Trustee or its property; or (iv) the Trustee becomes incapable of
performing the services of the Trustee hereunder.


 


If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee; provided that the Holders of a majority in
aggregate principal amount of the then outstanding Notes may appoint a successor
Trustee to replace any successor Trustee appointed by Company.


 


If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.


 


If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.


 


A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the
retiring Trustee shall become effective and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of
its appointment to Holders.  The
retiring Trustee shall promptly transfer all property it holds as Trustee to
the successor Trustee; provided that all sums owing to the
retiring Trustee hereunder have been paid. 
Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company’s obligations under Section 7.07 shall
continue for the retiring Trustee’s benefit with respect to expenses and
liabilities relating to the retiring Trustee’s activities prior to being
replaced.


 


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SECTION 7.09.                                                                 Successor
Trustee by Merger, Etc.


 


If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.


 


SECTION 7.10.                                                                 Eligibility;
Disqualification.


 


The Trustee shall at all times (i) be a corporation organized and
doing business under the laws of the United States of America, of any state
thereof, or the District of Columbia authorized under such laws to exercise
corporate trust powers, (ii) be subject to supervision or examination by
federal or state authority, (iii) have a combined capital and surplus of
at least $50 million as set forth in its most recently published annual report
of condition, and (iv) satisfy the requirements of Sections 310(a)(1), (2)
and (5) of the TIA.  The Trustee is
subject to Section 310(b) of the TIA.


 


SECTION 7.11.                                                                 Preferential
Collection of Claims Against Company.


 


The Trustee is subject to Section 311(a) of the TIA, excluding any
creditor relationship listed in Section 311(b) of the TIA.  A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the TIA to the extent indicated
therein.


 


ARTICLE VIII


 


DISCHARGE OF INDENTURE


 


SECTION 8.01.                                                                 Discharge
of Liability on Notes; Defeasance.


 


(a)                                  Subject
to Sections 8.01(c), 8.02 and 8.06, this Indenture shall cease to be of any
further effect after (i) either the Company has delivered to the Trustee
all outstanding Notes (other than Notes replaced pursuant to Section 2.07)
for cancellation or all outstanding Notes have become due and payable and the
Company has irrevocably deposited with the Trustee or a Paying Agent money
and/or U.S. Government Obligations in an amount sufficient (without
reinvestment thereof) to pay when due all principal of, premium, if any, and
interest on, all outstanding Notes (other than Notes replaced pursuant to
Section 2.07), and (ii) the Company pays all other sums payable under
this Indenture.


 


(b)                                 Subject
to Sections 8.01(c), 8.02, and 8.06, the Company at any time may terminate
(i) all its obligations under this Indenture and the Notes (“Legal
Defeasance Option”), or (ii) its obligations under Sections
4.02, 4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.15, 4.16,
4.17, 4.18, 4.19, 4.20, 4.21, Article V and the provisions of
Article X (“Covenant Defeasance Option”).  The Company may exercise its Legal Defeasance Option notwithstanding
its prior exercise of its Covenant Defeasance Option.


 


If the Company exercises its Legal Defeasance Option, payment of the
Notes may not be accelerated because of an Event of Default.  If the Company exercises its Covenant Defeasance


 


53

















 


Option, payment of the Notes may not be accelerated because of an Event
of Default specified in Section 6.01(a)(iii), (iv), (v), (vi) or (vii).


 


Upon satisfaction of the conditions set forth in Section 8.02 and
upon the Company’s request (and at the Company’s expense), the Trustee shall
acknowledge in writing the discharge of those obligations that the Company has
terminated.


 


(c)                                  Notwithstanding
Sections 8.01(a) and (b), the Company’s obligations under Sections 2.03, 2.04,
2.05, 2.06, 2.07, 4.01, 4.04, 7.07, 7.08, 8.04, 8.05 and 8.06, and the obligations
of the Trustee and the Paying Agent under Section 8.04, shall survive
until the Notes have been paid in full. 
Thereafter, the Company’s obligations under Sections 7.07 and 8.05
and the obligations of the Company, Trustee and Paying Agent under
Section 8.04 shall survive.


 


SECTION 8.02.                                                                 Conditions
to Defeasance.


 


The Company may exercise its Legal Defeasance Option or its Covenant
Defeasance Option only if:  (i) the
Company irrevocably deposits in trust with the Trustee or a Paying Agent money
and/or U.S. Government Obligations in an amount that, in the opinion of a
nationally recognized firm of independent accountants, is sufficient (without
reinvestment thereof) for payment in full of all principal of, and premium, if
any, and interest on, the Notes when due; provided, however, that the Company
may only make such deposit if Article X does not prohibit payments on the
Notes at the time of the deposit; (ii) 91 days have passed since the
Company’s irrevocable deposit pursuant to Section 8.02(i) (and no Default
or Event of Default specified in Section 6.01(a)(viii) or (ix) shall have
occurred at any time during such 91-day period); (iii) no other Default or
Event of Default shall have occurred and be continuing on the date of such deposit
and after giving effect to it; (iv) such deposit does not constitute a default
under any other agreement binding on the Company; (v) the Company delivers
to the Trustee an Opinion of Counsel to the effect that the trust resulting
from the deposit does not constitute, or is qualified as, a regulated
investment company under the Investment Company Act of 1940, as amended;
(vi) in the case of a Legal Defeasance Option, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (1) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (2) there has been a change in applicable federal
income tax law, in either case, to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders will not recognize gain or
loss for federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to federal income tax on the same amount, in
the same manner and at the same time as would have been the case if such
deposit, defeasance and discharge had not occurred; (vii) in the case of a
Covenant Defeasance Option, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders will not recognize gain or
loss for federal income tax purposes as a result of such deposit and covenant defeasance
and will be subject to federal income tax on the same amount, in the same
manner and at the same time as would have been the case if such deposit and
covenant defeasance had not occurred; and (viii) the Company delivers to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent to the defeasance and discharge of the Notes
contemplated by this Article VIII have been satisfied.


 


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SECTION 8.03.                                                                 Application
of Trust Money.


 


The Trustee or Paying Agent shall hold in trust money and/or U.S. Government
Obligations deposited with it pursuant to this Article VIII.  The Trustee or Paying Agent shall apply the
deposited money and the money from U.S. Government Obligations in accordance
with this Indenture to the payment of principal of, and premium, if any, and
interest on, the Notes.  Money deposited
with the Trustee or a Paying Agent pursuant to this Article VIII shall not
be subject to the provisions of Article X.


 


SECTION 8.04.                                                                 Repayment
to Company.


 


After the Notes have been paid in full, the Trustee and the Paying
Agent shall promptly turn over to the Company any excess money or securities
held by them.


 


Any money deposited with the Trustee or a Paying Agent pursuant to this
Article VIII for the payment of the principal of, premium, if any, or
interest on, any Note that remains unclaimed for two years after becoming due
and payable shall be paid to the Company on its written request; and the Holder
of such Note 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 money shall cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, shall 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
will be repaid to the Company.


 


SECTION 8.05.                                                                 Indemnity
for U.S. Government Obligations.


 


The Company shall pay and shall indemnify the Trustee and any Paying
Agent against any tax, fee or other charge imposed on or assessed against cash
and/or U.S. Government Obligations deposited with it pursuant to this
Article VIII or the principal and interest received on such cash and/or
U.S. Government Obligations.


 


SECTION 8.06.                                                                 Reinstatement.


 


If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article VIII by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to this
Article VIII until such time as the Trustee or Paying Agent is permitted
to apply all such money or U.S. Government Obligations in accordance with this
Article VIII; provided, however, that if the Company
has made any payment of principal of, or premium, if any, or interest on, any
Notes because of the reinstatement of its obligations under this Indenture and
the Notes, the Company shall be subrogated to the Holders’ rights to receive
such payment from the money or U.S. Government Obligations held by the Trustee
or Paying Agent.


 


55

















 


ARTICLE IX


 


AMENDMENTS


 


SECTION 9.01.                                                                 Amendments
and Supplements Permitted Without Consent of Holders.


 


(a)                                  Notwithstanding
Section 9.02, the Company and the Trustee may amend or supplement this
Indenture or the Notes without the consent of any Holder to:  (i) cure any ambiguity, defect or
inconsistency; (ii) provide for uncertificated Notes in addition to or in
place of certificated Notes; (iii) provide for the assumption of the
Company’s obligations to the Holders in the event of any Disposition involving
the Company that is permitted under Article V in which the Company is not
the Surviving Person; (iv) make any change that would (1) provide any
additional rights or benefits to Holders or (2) not adversely affect the
interests of any Holder; or (v) comply with the requirements of the
Commission in order to effect or maintain the qualification of this Indenture
under the TIA.


 


(b)                                 Upon
the Company’s request, after receipt by the Trustee of a resolution of the
Board of Directors authorizing the execution of any amended or supplemental indenture,
the Trustee shall join with the Company in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this Indenture
and to make any future appropriate agreements and stipulations that may be
contained in any such amended or supplemental indenture, but the Trustee shall
not be obligated to enter into an amended or supplemental indenture that
affects its own rights, duties, or immunities under this Indenture or
otherwise.


 


SECTION 9.02.                                                                 Amendments
and Supplements Requiring Consent of Holders.


 


(a)                                  Except
as otherwise provided in Sections 9.01(a) and 9.02(c), this Indenture and the
Notes may be amended or supplemented with the written consent of the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange
offer for the Notes), and any existing Default or Event of Default or
compliance with any provision of this Indenture or the Notes may be waived with
the consent of Holders of at least a majority in principal of the then
outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for the Notes).


 


(b)                                 Upon
the Company’s request and after receipt by the Trustee of a resolution of the
Board of Directors authorizing the execution of any supplemental indenture,
evidence of the Holders’ consent, and the documents described in
Section 9.06, the Trustee shall join with the Company in the execution of
such amended or supplemental indenture unless such amended or supplemental
indenture affects the Trustee’s own rights, duties, or immunities under this Indenture
or otherwise, in which case the Trustee may in its discretion, but not be
obligated to, enter into such amended or supplemental indenture.


 


(c)                                  Without
the consent of each Holder affected, no amendment, supplement or waiver to this
Indenture shall:  (i) reduce the
principal amount of Notes whose Holders must


 


56

















 


consent to an amendment, supplement or waiver, (ii) reduce the
principal of or change the fixed maturity of any Note, or alter the provisions
with respect to the redemption of the Notes in a manner adverse to the Holders,
(iii) reduce the rate of or change the time for payment of interest on any
Note, (iv) waive a Default or Event of Default in the payment of principal
of, premium, if any, or interest on, the Notes (except that Holders of at least
a majority in aggregate principal amount of the then outstanding Notes may
(1) rescind an acceleration of the Notes that resulted from a non-payment
default, and (2) waive the payment default that resulted from such
acceleration), (v) make any Note payable in money other than that stated
in the Notes, (vi) make any change in the provisions of this Indenture
relating to waivers of past Defaults or the rights of Holders to receive
payments of principal of, or premium, if any, or interest on, the Notes,
(vii) waive a redemption payment with respect to any Note,
(viii) make any change to the provisions of Article X that adversely
affects Holders, or (ix) make any change in Section 6.04,
Section 6.07 or this sentence.


 


(d)                                 It
shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.  After an amendment, supplement
or waiver under this Section 9.02 becomes effective, the Company shall
mail to each Holder affected thereby a notice briefly describing the amendment,
supplement or waiver.  Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver.


 


SECTION 9.03.                                                                 Compliance
with TIA.


 


Every amendment or supplement to this Indenture or the Notes shall be
set forth in an amended supplemental indenture that complies with the TIA as
then in effect.


 


SECTION 9.04.                                                                 Revocation
and Effect of Consents.


 


(a)                                  Until
an amendment, supplement or waiver becomes effective, a consent to it by a
Holder of a Note is a continuing consent by the Holder and every subsequent
Holder of a Note or portion of a Note that evidences the same Indebtedness as
the consenting Holder’s Note, even if notation of the consent is not made on
any Note.  However, any such Holder or
subsequent Holder may revoke the consent as to his or her Note or portion of a
Note if the Trustee receives the notice of revocation before the date on which
the Trustee receives an Officers’ Certificate certifying that the Holders of
the requisite principal amount of Notes have consented to the amendment or
waiver.


 


(b)                                 The
Company may, but shall not be obligated to, fix a record date for the purpose
of determining the Holders of Notes entitled to consent to any amendment or
waiver.  If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were Holders of Notes at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to consent to such
amendment or waiver or to revoke any consent previously given, whether or not
such Persons continue to be Holders of Notes after such record date.  No consent shall be valid or effective for
more than 90 days after such record date unless consents from Holders of
the principal amount of Notes required hereunder


 


57

















 


for such amendment or waiver to be effective shall have also been given
and not revoked within such 90-day period.


 


(c)                                  After
an amendment or waiver becomes effective it shall bind every Holder, unless it
is of the type described in Section 9.02(c), in which case the amendment
or waiver shall only bind each Holder that consented to it and every subsequent
holder of a Note that evidences the same debt as the consenting Holder’s Note.


 


SECTION 9.05.                                                                 Notation
on or Exchange of Notes.


 


The Trustee may place an appropriate notation about an amendment, supplement
or waiver on any Note thereafter authenticated.  The Company in exchange for all Notes may issue and the Trustee
shall authenticate new Notes that reflect the amendment, supplement or
waiver.  Failure to make the appropriate
notation or issue a new Note shall not affect the validity and effect of such
amendment, supplement or waiver.


 


SECTION 9.06.                                                                 Trustee
Protected.


 


The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article IX if the amendment does not adversely
affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may, but need not,
sign it.  In signing such amendment or
supplemental indenture, the Trustee shall be entitled to receive and, subject
to Section 7.01, shall be fully protected in relying upon, an Officers’
Certificate and Opinion of Counsel pursuant to Sections 12.04 and 12.05 as
conclusive evidence that such amendment or supplemental indenture is authorized
or permitted by this Indenture, that it is not inconsistent herewith, and that
it will be valid and binding upon the Company in accordance with its
terms.  The Company may not sign an
amendment or supplemental indenture until the Board of Directors approves it.


 


SECTION 9.07.                                                                 Amendments
Requiring Consent of Holders of Senior Debt.


 


No amendment or modification of Article X, this Section 9.07
or Section 12.15 may be made to this Indenture without the consent of
holders of at least a majority of the outstanding principal amount of the loans
under the New Credit Agreement (and, to the extent that there are unused
commitments under the New Credit Agreement, such unused commitments) and a
majority of the outstanding principal amount of each other class of Designated
Senior Debt, in each case to the extent that such holders would be adversely
affected by such amendment or modification (Senior Bank Debt and any other
Designated Senior Debt shall each be a separate class); provided, however,
that if some but not all classes of Designated Senior Debt consent to any such
amendment or modification, such amendment or modification shall be effective
with respect to each consenting class.


 


58

















 


ARTICLE X


 


SUBORDINATION


 


SECTION 10.01.                                                           Agreement
to Subordinate.


 


The Company agrees, and each Holder by accepting a Note agrees, any
provisions of this Indenture or the Notes to the contrary notwithstanding, that
all Obligations owed under and in respect of the Notes are subordinated in
right of payment, to the extent and in the manner provided in this
Article X, to the prior payment in full in cash of all Obligations owed
under and in respect of all Senior Debt of the Company, and that the subordination
of the Notes pursuant to this Article X is for the benefit of all holders
of all Senior Debt of the Company, whether outstanding on the Issue Date or
issued thereafter.


 


SECTION 10.02.                                                           Liquidation;
Dissolution; Bankruptcy.


 


(a)                                  Upon
any payment or distribution of cash, securities or other property of the
Company to creditors upon any Insolvency or Liquidation Proceeding with respect
to the Company or its property or securities, the holders of any Senior Debt of
the Company will be entitled to receive payment in full, in cash or Cash
Equivalents, of all Obligations due in respect of such Senior Debt (including
Post-Petition Interest) before the Holders will be entitled to receive any
payment or distribution with respect to the Notes (including payment for the
repurchase of Notes upon a Change of Control), and until all Obligations with
respect to such Senior Debt of the Company are paid in full, in cash or Cash
Equivalents, any payment or distribution to which the Holders would be entitled
shall be made to the holders of the Company’s Senior Debt (pro rata to such holders on
the basis of the amounts of Senior Debt held by them).  Upon any Insolvency or Liquidation Proceeding
with respect to the Company, any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the
Holders or the Trustee would be entitled except for the provisions of this
Indenture shall be paid by the Company, any Custodian or other Person making
such payment or distribution, or by the Holders or by the Trustee if received
by them, directly to the holders of the Company’s Senior Debt (pro rata
to such holders on the basis of the amounts of Senior Debt held by them) or
their Representatives, as their interests may appear, for application to the
payment of all outstanding Senior Debt of the Company until all such Senior
Debt has been paid in full in cash, after giving effect to all other payments
or distributions to, or provisions made for, holders of the Company’s Senior
Debt.


 


(b)                                 A
distribution may consist of cash, securities or other property, by setoff or
otherwise.  For purposes of this
Article X, the words “cash, securities or other property” shall not
include any distribution of securities of the Company or any other corporation
provided for in any reorganization proceeding under any Bankruptcy Law if
(i) such securities constitute Reorganization Securities, (ii) such
distribution was authorized by an order or decree of a court of competent
jurisdiction, and (iii) such order gives effect to (and states in such
order or decree that effect has been given to) the subordination of such
securities to all Senior Debt of the Company not paid in full in connection
with such reorganization; provided that (a) all such Senior
Debt is assumed by the reorganized corporation, and (b) the rights of the
holders of any such Senior Debt are not, without the consent of such holders,
altered by such reorganization, which consent


 


59

















 


shall be deemed to have been given if the holders of such Senior Debt
(or their Representative), individually or as a class, shall have approved such
reorganization.


 


(c)                                  Notwithstanding
anything to the contrary in this Indenture, any Disposition by or involving the
Company, or the liquidation or dissolution of the Company following any
Disposition, shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 10.02 if such Disposition
is permitted under Article V.


 


SECTION 10.03.                                                           Default
on Senior Debt.


 


The Company shall not make any payment upon or in respect of the Notes
if (i) a default in the payment of the principal of, premium, if any, or
interest on, any Designated Senior Debt occurs and is continuing, whether at
maturity or at a date fixed for prepayment or by declaration of acceleration or
otherwise or (ii) the Trustee has received written notice (a “Payment
Blockage Notice”) from the Representative of any holders of
Designated Senior Debt that a nonpayment default has occurred and is continuing
with respect to such Designated Senior Debt that permits such holders to
accelerate the maturity of such Designated Senior Debt.  Payments on the Notes shall resume (and all
past due amounts on the Notes, with interest thereon as specified in this
Indenture, shall be paid) (i) in the case of a payment default in respect
of any Designated Senior Debt, on the date on which such default is cured or
waived, and (ii) in the case of a nonpayment default in respect of any
Designated Senior Debt, on the earlier of (a) the date on which such
nonpayment default is cured or waived, or (b) 179 days after the date on
which the Payment Blockage Notice with respect to such default was received by
the Trustee, in each case, unless the maturity of any Designated Senior Debt
has been accelerated and the Company has defaulted with respect to the payment
of such Designated Senior Debt.  During
any consecutive 365-day period, the aggregate number of days in which payments
due on the Notes may not be made as a result of nonpayment defaults on
Designated Senior Debt (a “Payment Blockage Period”)  shall
not exceed 179 days, and there shall be a period of at least 186 consecutive
days in each consecutive 365-day period when such payments are not
prohibited.  No event or circumstance
that creates a default under any Designated Senior Debt that (i) gives
rise to the commencement of a Payment Blockage Period or (ii) exists at
the commencement of or during any Payment Blockage Period shall be made the
basis for the commencement of any subsequent Payment Blockage Period unless
such default has been cured or waived for a period of not less than 90
consecutive days following the commencement of the initial Payment Blockage
Period.


 


SECTION 10.04.                                                           Acceleration
of Notes.


 


If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify each holder of the Company’s Senior Debt of
the acceleration.


 


SECTION 10.05.                                                           When
Distributions Must Be Paid Over.


 


If the Company shall make any payment to the Trustee on account of the
principal of, or premium, if any, or interest on, the Notes, or any other
Obligation in respect to the Notes, or the Holders shall receive from any
source any payment on account of the principal of, or premium, if any, or
interest on, the Notes or any Obligation in respect of the Notes, at a time
when such payment is prohibited by this Article X, the Trustee or such
Holders shall hold such payment


 


60

















 


in trust for the benefit of, and shall pay over and deliver to, the
holders of the Company’s Senior Debt (pro rata as to each of such holders on the
basis of the respective amounts of such Senior Debt held by them) or their
Representative or the trustee under the indenture or other agreement (if any)
pursuant to which such Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all outstanding Senior
Debt of the Company until all such Senior Debt has been paid in full in cash,
after giving effect to all other payments or distributions to, or provisions
made for, the holders of the Company’s Senior Debt.


 


With respect to the holders of Senior Debt of the Company, the Trustee
undertakes to perform only such obligations on its part as are specifically set
forth in this Article X, and no implied covenants or obligations with
respect to any holders of the Company’s Senior Debt shall be read into this
Indenture against the Trustee.  The
Trustee shall not be deemed to owe any fiduciary duty to the holders of the
Company’s Senior Debt, and shall not be liable to any holders of such Senior
Debt if the Trustee shall pay over or distribute to, or on behalf of, Holders
or the Company or any other Person money or assets to which any holders of such
Senior Debt are entitled pursuant to this Article X, except if such
payment is made at a time when a Trust Officer has knowledge that the terms of
this Article X prohibit such payment.


 


SECTION 10.06.                                                           Notice.


 


Neither the Trustee nor the Paying Agent shall at any time be charged
with the knowledge of the existence of any facts that would prohibit the making
of any payment to or by the Trustee or Paying Agent under this Article X,
unless and until the Trustee or Paying Agent shall have received written notice
thereof from the Company or one or more holders of the Company’s Senior Debt or
a Representative of any holders of such Senior Debt; and, prior to the receipt
of any such written notice, the Trustee or Paying Agent shall be entitled to
assume conclusively that no such facts exist. 
The Trustee shall be entitled to conclusively rely on the delivery to it
of written notice by a Person representing itself to be a holder of the
Company’s Senior Debt (or a Representative thereof) to establish that such
notice has been given.


 


The Company shall promptly notify the Trustee and the Paying Agent in
writing of any facts it knows that would cause a payment of principal of, or
premium, if any, or interest on, the Notes or any other Obligation in respect
of the Notes to violate this Article X, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt of the Company
provided in this Article X or the rights of holders of such Senior Debt
under this Article X.


 


SECTION 10.07.                                                           Subrogation.


 


After all Senior Debt of the Company has been paid in full in cash and
until the Notes are paid in full, Holders shall be subrogated (equally and
ratably with all other Indebtedness pari passu with the Notes) to the rights
of holders of such Senior Debt to receive distributions applicable to such
Senior Debt to the extent that distributions otherwise payable to the Holders
have been applied to the payment of such Senior Debt.  A distribution made under this Article X to holders of the
Company’s Senior Debt that otherwise would have been made to Holders is not, as
between the Company and Holders, a payment by the Company on its Senior Debt.


 


61

















 


SECTION 10.08.                                                           Relative
Rights.


 


This Article X defines the relative rights of Holders and holders
of the Company’s Senior Debt.  Nothing
in this Indenture shall: 
(1) impair, as between the Company and Holders, the Company’s
Obligations, which are absolute and unconditional, to pay principal of, and premium,
if any, and interest on, the Notes in accordance with their terms;
(2) affect the relative rights of Holders and the Company’s creditors
other than their rights in relation to holders of the Company’s Senior Debt; or
(3) prevent the Trustee or any Holder from exercising its available
remedies upon a Default or Event of Default, subject to the rights of holders
of the Company’s Senior Debt to receive distributions and payments otherwise
payable to Holders.


 


Nothing contained in this Article X or elsewhere in this Indenture
or in any Note is intended to or shall impair, as between the Company and the
Holders, the Obligations of the Company, which are absolute and unconditional,
to pay to the Holders the principal of, and premium, if any, and interest on,
the Notes as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Company other than the holders of the Company’s Senior
Debt, nor shall anything herein or therein prevent the Trustee or any Holder
from exercising all remedies otherwise permitted by applicable law upon Default
under this Indenture, subject to the rights, if any, under this Article X
of the holders of such Senior Debt.


 


The failure to make a payment on account of principal of, or interest
on the Notes by reason of any provision of this Article X shall not be
construed as preventing the occurrence of an Event of Default under
Section 6.01.


 


SECTION 10.09.                                                           The
Company and Holders May Not Impair Subordination.


 


(a)                                  No
right of any holder of the Company’s Senior Debt to enforce the subordination
as provided in this Article X shall at any time or in any way be
prejudiced or impaired by any act or failure to act by the Company or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture or the Notes or any other agreement regardless of any knowledge
thereof with which any such holder may have or be otherwise charged.


 


(b)                                 Without
in any way limiting Section 10.09(a), the holders of any Senior Debt of
the Company may, at any time and from time to time, without the consent of or
notice to any Holders, without incurring any liabilities to any Holder and
without impairing or releasing the subordination and other benefits provided in
this Indenture or the Holders’ obligations to the holders of such Senior Debt,
even if any Holder’s right of reimbursement or subrogation or other right or
remedy is affected, impaired or extinguished thereby, do any one or more of the
following:  (i) amend, renew,
exchange, extend, modify, increase or supplement in any manner such Senior Debt
or any instrument evidencing or guaranteeing or securing such Senior Debt or
any agreement under which such Senior Debt is outstanding (including, but not
limited to, changing the manner, place or terms of payment or changing or
extending the time of payment of, or renewing, exchanging, amending, increasing
or altering, (1) the terms of such Senior Debt, (2) any security for,
or any Guarantee of, such Senior Debt, (3) any liability of any obligor on
such Senior Debt (including any guarantor) or any liability issued in respect
of such Senior Debt); (ii) sell, exchange, release, surrender, realize
upon, enforce or otherwise deal with in any manner and in


 


62

















 


any order any property pledged, mortgaged or otherwise securing such
Senior Debt or any liability of any obligor thereon, to such holder, or any
liability issued in respect thereof; (iii) settle or compromise any such
Senior Debt or any other liability of any obligor of such Senior Debt to such
holder or any security therefor or any liability issued in respect thereof and
apply any sums by whomsoever paid and however realized to any liability
(including, without limitation, payment of any of the Company’s Senior Debt) in
any manner or order; and (iv) fail to take or to record or otherwise perfect,
for any reason or for no reason, any lien or security interest securing such
Senior Debt by whomsoever granted, exercise or delay in or refrain from
exercising any right or remedy against any obligor or any guarantor or any
other Person, elect any remedy and otherwise deal freely with any obligor and
any security for such Senior Debt or any liability of any obligor to the
holders of such Senior Debt or any liability issued in respect of such Senior
Debt.


 


SECTION 10.10.                                                           Distribution
or Notice to Representative.


 


Whenever a distribution is to be made, or a notice given, to holders of
Senior Debt of the Company, the distribution may be made and the notice given
to their Representative, if any.  If any
payment or distribution of the Company’s assets is required to be made to
holders of any of the Company’s Senior Debt pursuant to this Article X,
the Trustee and the Holders shall be entitled to conclusively rely upon any
order or decree of any court of competent jurisdiction, or upon any certificate
of a Representative of such Senior Debt or a Custodian, in ascertaining the
holders of such Senior Debt entitled to participate in any such payment or
distribution, the amount to be paid or distributed to holders of such Senior
Debt and all other facts pertinent to such payment or distribution or to this
Article X.


 


SECTION 10.11.                                                           Rights
of Trustee and Paying Agent.


 


The Trustee or Paying Agent may continue to make payments on the Notes
unless prior to any payment date it has received written notice of facts that
would cause a payment of principal of, or premium, if any, or interest on, the
Notes to violate this Article X. Only the Company, a Representative of
Senior Debt, or a holder of Senior Debt that has no Representative may give
such notice.


 


To the extent permitted by the TIA, the Trustee in its individual or
any other capacity may hold Indebtedness of the Company (including Senior Debt)
with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.


 


Nothing in this Article shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.07.


 


SECTION 10.12.                                                           Authorization to Effect
Subordination.


 


Each Holder of a Note by its acceptance thereof authorizes and directs
the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article X,
and appoints the Trustee as such Holder’s attorney-in-fact for any and all such
purposes (including, without limitation, the timely filing of a claim for the unpaid


 


63

















 


balance of the Note that such Holder holds in the form required in any
bankruptcy, reorganization, insolvency or receivership proceeding and causing
such claim to be approved).


 


If a proper claim or proof of debt in the form required in such
proceeding is not filed by or on behalf of all Holders prior to 30 days before
the expiration of the time to file such claims or proofs, then the holders or a
Representative of any Senior Debt of the Company are hereby authorized, and
shall have the right (without any duty), to file an appropriate claim for and
on behalf of the Holders.


 


SECTION 10.13.                                                           Payment.


 


A payment on account of or with respect to any Note shall include,
without limitation, any direct or indirect payment of principal, premium or
interest with respect to or in connection with any optional redemption or
purchase provisions, any direct or indirect payment payable by reason of any
other Indebtedness or Obligation being subordinated to the Notes, and any
direct or indirect payment or recovery on any claim as a Holder relating to or
arising out of this Indenture or any Note, or the issuance of any Note, or the
transactions contemplated by this Indenture or referred to herein.


 


ARTICLE XI


 


INITIAL GUARANTEES


 


SECTION 11.01.                                                           Initial
Guarantees.


 


(a)                                  Each
Initial Guarantor hereby, jointly and severally, unconditionally guarantees to
each Holder of a Note authenticated and delivered by the Trustee that:  (i) the principal of, premium, if any,
and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, to the extent lawful, and all
other Obligations of the Company to the Holders or the Trustee under this
Indenture and the Notes will be promptly paid in full, all in accordance with
the terms of this Indenture and the Notes; and (ii) in case of any
extension of time of payment or renewal of any Notes or any of such other
Obligations, that the Notes will be promptly paid in full when due in
accordance with the terms of such extension or renewal, whether at stated
maturity, by acceleration or otherwise. 
In the event that the Company fails to pay any amount guaranteed by the
Initial Guarantors for any reason whatsoever, the initial Guarantors will be
jointly and severally obligated to pay such amount immediately.  The Initial Guarantors hereby further agree
that their Obligations under this Indenture and the Notes shall be
unconditional, regardless of the validity, regularity or enforceability of this
Indenture or the Notes, the absence of any action to enforce this Indenture or
the Notes, any waiver or consent by any Holder with respect to any provisions
of this Indenture or the Notes, any modification or amendment of, or supplement
to, this Indenture or the Notes, the recovery of any judgment against the
Company or any action to enforce any such judgment, or any other circumstance
that might otherwise constitute a legal or equitable discharge or defense of an
Initial Guarantor.  Each Initial
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice
and all demands whatsoever and covenants


 


64

















 


that its Guarantee of the Company’s Obligations under this Indenture
and the Notes will not be discharged except by complete performance by the
Company or another Guarantor of such Obligations.  If any Holder or the Trustee is required by any court or
otherwise to return to the Company, any Initial Guarantor or a Custodian of the
Company or an Initial Guarantor any amount paid by the Company or any Initial
Guarantor to the Trustee or such Holder, the Guarantee of the Company’s
Obligations under this Indenture and the Notes by each Initial Guarantor shall,
to the extent previously discharged as a result of any such payment, be
immediately reinstated and be in full force and effect.  Each Initial Guarantor hereby acknowledges
and agrees that, as between the Initial Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the
Company’s Obligations under this Indenture and the Notes may be accelerated as
provided in Article VI for purposes of the Initial Guarantees
notwithstanding any stay, injunction or other prohibition preventing such
acceleration, and (y) in the event of any declaration of acceleration of
the Company’s Obligations under this Indenture and the Notes as provided in
Article VI, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Initial Guarantors for the purpose of
the Initial Guarantees.


 


(b)                                 Each
Initial Guarantor hereby waives all rights of subrogation, contribution,
reimbursement and indemnity, and all other rights, that such Initial Guarantor
would have against the Company at any time as a result of any payment in
respect of its Initial Guarantee (whether contractual, under Section 509
of the Bankruptcy Code, or otherwise).


 


(c)                                  Each
Initial Guarantor that makes or is required to make any payment in respect of
its Initial Guarantee shall be entitled to seek contribution from the other
Initial Guarantors to the extent permitted by applicable law.


 


SECTION 11.02.                                                           Trustee to Include Paying Agents.


 


In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company, the term “Trustee” as used in this
Article XI shall (unless the context shall otherwise require) be construed
as extending to and including such Paying Agent within its meaning as fully and
for all intents and purposes as if such Paying Agent were named in this
Article XI in place of the Trustee.


 


SECTION 11.03.                                                           Subordination of Initial Guarantees.


 


Each Initial Guarantor’s Obligations under its Initial Guarantee shall
be (i) junior and subordinated in right of payment to any Senior Debt of
such Initial Guarantor and any Guarantee by such Initial Guarantor of any
Senior Debt of the Company in the same manner and to the same extent as the
Notes are subordinated to Senior Debt of the Company pursuant to
Article X, (ii) pari passu in right of payment with any
Senior Subordinated Debt of such Initial Guarantor and any Guarantee by such
Initial Guarantor of Senior Subordinated Debt of the Company, and
(iii) senior in right of payment to any Subordinated Debt of such Initial
Guarantor and any Guarantee by such Initial Guarantor of any Subordinated Debt
of the Company.


 


65

















 


SECTION 11.04.                                                           Senior
Subordinated Debt of Initial Guarantors.


 


Each Initial Guarantor hereby agrees that it will not issue, Guarantee
or otherwise become liable for any Indebtedness that is subordinated or junior
in right of payment to any Senior Debt of such Initial Guarantor and senior in
any respect in right of payment to its Initial Guarantee.


 


SECTION 11.05.                                                           Limits
on Initial Guarantees.


 


(a)                                  Notwithstanding
anything to the contrary in this Article XI, the aggregate amount of the
Obligations guaranteed under this Indenture by any Initial Guarantor shall be reduced
to the extent necessary to prevent the Initial Guarantee of such Initial
Guarantor from violating or becoming voidable under any law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors.


 


(b)                                 With
respect to the relative rights of the Holders and the holders of Senior Debt of
the Company and any Guarantee of Senior Debt of the Company, each Initial
Guarantor agrees, and each Holder by accepting a Note agrees, that any
Designated Senior Debt and any Guarantee of any Designated Senior Debt shall be
deemed to have been incurred prior to the incurrence by the Initial Guarantor
of its Obligations under its Initial Guarantee.


 


SECTION 11.06.                                                           Execution
of Initial Guarantee.


 


To evidence their Initial Guarantee set forth in this Article XI,
each Initial Guarantor hereby agrees to execute the Initial Guarantee in
substantially the form included in Exhibit A-1, which shall be endorsed on
each Note ordered to be authenticated and delivered by the Trustee.  Each Initial Guarantor hereby agrees that
its Initial Guarantee set forth in this Article XI shall remain in full
force and effect notwithstanding any failure to endorse on each Note a notation
of such Initial Guarantee.  Each such
Initial Guarantee shall be signed on behalf of each Initial Guarantor by an
Officer (who shall have been duly authorized by all requisite corporate
actions), and the delivery of such Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of such Initial
Guarantee on behalf of such Initial Guarantor. 
Such signatures upon the Initial Guarantee may be by manual or facsimile
signature of such Officer and may be imprinted or otherwise reproduced on the
Initial Guarantee, and in case any such Officer who shall have signed the
Initial Guarantee shall cease to be such Officer before the Note on which such
Initial Guarantee is endorsed shall have been authenticated and delivered by
the Trustee or disposed of by the Company, such Note nevertheless may be
authenticated and delivered or disposed of as though the person who signed the
Initial Guarantee had not ceased to be such Officer of the Initial Guarantor.


 


66

















 


ARTICLE XII


 


MISCELLANEOUS


 


SECTION 12.01.                                                           Trust
Indenture Act Controls.


 


If any provisions of this Indenture limits, qualifies or conflicts with
the duties imposed by operation of Section 318(c) of the TIA, the imposed duties
shall control.


 


SECTION 12.02.                                                           Notices.


 


Any notice or communication by the Company, any Subsidiary Guarantor or
the Trustee to the others is duly given if in writing and delivered in person,
mailed by registered or certified mail, postage prepaid, return receipt
requested or delivered by telecopier or overnight air courier guaranteeing next
day delivery to the others’ address:


 


If to the
Company or to any Subsidiary Guarantor:


 


Young Broadcasting Inc.

599 Lexington Avenue

New York, New York  10022

Attention:  Mr. Vincent J. Young

Telecopier:  (212) 758-1229


 


With a copy
to:


 


Robert L. Winikoff, Esq.

Sonnenschein Nath & Rosenthal

1221 Avenue of the Americas

New York, New York  10020

Telecopier:  (212) 768-6800


 


If to the
Trustee:


 


Wachovia Bank, National Association

One Penn Plaza

Suite 1414

New York, NY 10119

Attention:  Corporate Trust-Bond
Administration

Telecopier:  (212) 273-7015


 


The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.


 


All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given:  at
the time delivered by hand, if personally delivered; the date receipt is
acknowledged, if mailed by registered or certified mail; when answered back, if
telecopied;


 


67

















 


and the next Business Day after timely delivery to the courier, if sent
by overnight air courier guaranteeing next day delivery.


 


Any notice or communication to a Holder shall be mailed by first-class
mail to his or her address shown on the register maintained by the
Registrar.  Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.  If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.  If the Company mails a notice or
communication to Holders, it shall mail a copy to the Trustee and each Agent at
the same time.


 


SECTION 12.03.                                                           Communication by Holders with Other
Holders.


 


Holders may communicate pursuant to Section 312(b) of the TIA with
other Holders with respect to their rights under this Indenture or the
Notes.  The Company, the Trustee, the
Registrar and any other Person shall have the protection of Section 312(c)
of the TIA.


 


SECTION 12.04.                                                           Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:  (a) an Officers’ Certificate (which
shall include the statements set forth in Section 12.05) stating that, in
the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been
complied with; and (b) an Opinion of Counsel (which shall include the
statements set forth in Section 12.05) stating that, in the opinion of
such counsel, all such conditions precedent provided for in this Indenture
relating to the proposed action have been complied with.


 


SECTION 12.05.                                                           Statements Required in Certificate
or Opinion.


 


Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to Section 314(a)(4) of the TIA) shall include:  (1) a statement that the Person making
such certificate or opinion has read such covenant or condition; (2) 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; (3) a statement that, in the opinion of such Person, 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 (4) a statement as to whether, in such Person’s
opinion, such condition or covenant has been complied with.


 


SECTION 12.06.                                                           Rules
by Trustee and Agents.


 


The Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent
may make reasonable rules and set reasonable requirements for its functions.


 


68

















 


SECTION 12.07.                                                           Legal
Holidays.


 


If a payment date is a Legal Holiday, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.


 


SECTION 12.08.                                                           No
Recourse Against Others.


 


No director, officer, employee, incorporator or stockholder of the
Company shall have any liability for any obligation of the Company under this
Indenture or the Notes or for any claim based on, in respect of, or by reason
of, any such obligation or the creation of any such obligation.  Each Holder by accepting a Note waives and
releases such Persons from all such liability and such waiver and release is
part of the consideration for the issuance of the Notes.


 


SECTION 12.09.                                                           Counterparts.


 


This Indenture may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


SECTION 12.10.                                                           Initial
Appointments, Compliance Certificates.


 


The Company initially appoints the Trustee as Paying Agent, Registrar
and authenticating agent.  The first
compliance certificate to be delivered by the Company to the Trustee pursuant
to Section 4.03 shall be for the fiscal year ending on December 31,
2000.


 


SECTION 12.11.                                                           Governing
Law.


 


The laws of the State of New York shall govern this Indenture and
the Notes, without regard to the conflict of laws provisions thereof.


 


SECTION 12.12.                                                           No Adverse Interpretation of Other
Agreements.


 


This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any of its Subsidiaries, and no other
indenture, loan or debt agreement may be used to interpret this Indenture.


 


SECTION 12.13.                                                           Successors.


 


All agreements of the Company in this Indenture and the Notes shall
bind any successor of the Company.  All
agreements of the Trustee in this Indenture shall bind its successor.


 


SECTION 12.14.                                                           Severability.


 


If any provision in this Indenture or in the Notes 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.


 


69

















 


SECTION 12.15.                                                           Third
Party Beneficiaries.


 


Holders of Senior Debt of the Company are third party beneficiaries of,
and any of them (or their Representative) shall have the right to enforce the
provisions of this Indenture that benefit such holders.


 


SECTION 12.16.                                                           Table of Contents, Headings, Etc.


 


The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture, and shall in
no way modify or restrict any of the terms or provisions of this Indenture.


 


70

















 


SIGNATURES


 


	
   

  	
  THE COMPANY:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  YOUNG BROADCASTING INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James A. Morgan

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
							



 


S-1

















 


	
   

  	
  THE INITIAL GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  YOUNG BROADCASTING OF ALBANY, INC.

  
	
   

  	
  YOUNG BROADCASTING OF LANSING, INC.

  
	
   

  	
  WINNEBAGO TELEVISION CORPORATION

  
	
   

  	
  YOUNG BROADCASTING OF NASHVILLE, INC.

  
	
   

  	
  YBT, INC.

  
	
   

  	
  YOUNG BROADCASTING OF LOUISIANA, INC.

  
	
   

  	
  LAT, INC.

  
	
   

  	
  YOUNG BROADCASTING OF RICHMOND, INC.

  
	
   

  	
  YOUNG BROADCASTING OF GREEN BAY, INC.

  
	
   

  	
  YOUNG BROADCASTING OF KNOXVILLE, INC.

  
	
   

  	
  YBK, INC.

  
	
   

  	
  YOUNG BROADCASTING OF DAVENPORT, INC.

  
	
   

  	
  YOUNG BROADCASTING OF SIOUX FALLS, INC.

  
	
   

  	
  YOUNG BROADCASTING OF RAPID CITY, INC.

  
	
   

  	
  YOUNG BROADCASTING OF SAN FRANCISCO, INC.

  
	
   

  	
  HONEY BUCKET FILMS, INC.

  
	
   

  	
  ADAM YOUNG INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James A. Morgan

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WKRN, G.P.

  
	
   

  	
  By:

  	
  Young Broadcasting of Nashville, Inc.,

  
	
   

  	
  Managing Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James A. Morgan

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
									



 


S-2

















 


	
   

  	
  KLFY, L.P.

  
	
   

  	
  By:

  	
  Young Broadcasting of Louisiana, Inc.,

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James A. Morgan

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WATE, G.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Young Broadcasting of
  Knoxville, Inc.,

  Managing Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James A. Morgan

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
								



 


S-3

















 


	
   

  	
  WACHOVIA
  BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


S-4

















 


EXHIBIT A-1


 


[FORM OF SERIES A NOTE]


 


SERIES A NOTE


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH BELOW.  BY
ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY
EXCEPT (A) TO YOUNG BROADCASTING INC. (THE “COMPANY”) OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE
UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “ACCREDITED INVESTOR”) THAT,
PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS
SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE),
(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (G) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS
AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN
ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U. S. PERSON” HAVE THE MEANING GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.


 


A-1-1

















 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY.  THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY 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.


 


A-1-2

















 


(Face of Note)


 


YOUNG BROADCASTING INC.


 


8 3/4% Senior Subordinated Note due 2014


 


	
  No. 

  	
  $

  	
   

  
	
   

  	
  CUSIP No.

  	
   

  



 


Young Broadcasting Inc., a Delaware corporation (hereinafter called the
“Company,”
which term includes any successor entity under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
                          
or registered assigns, the principal sum of
                                 
Dollars on January 15, 2014.


 


Interest Payment Dates: 
January 15 and July 15, commencing July 15, 2004


 


Record Dates:  January 1
and July 1


 


Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.


 


	
   

  	
  YOUNG BROADCASTING INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


A-1-3

















 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the Notes referred to in the within mentioned Indenture.


 


Wachovia Bank, National Association, as Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  
	
   

  
	
   

  
	
  Date of Authentication:

  
				



 


A-1-4

















 


(Back of Note)


 


8 3/4% SENIOR SUBORDINATED NOTE DUE 2014


 


 


1.                                       Interest.  Young Broadcasting Inc. (the “Company”)  promises
to pay interest on the principal amount of this Note at the rate and in the
manner specified below.  Interest on
this Note will accrue at 8 3/4% per annum from the date this Note is issued
until maturity and will be payable semiannually in cash on January 15 and
July 15 of each year, or if any such day is not a Business Day on the next
succeeding Business Day (each an “Interest Payment Date”).  Interest on this Note will accrue
from the most recent date on which interest has been paid or, if no interest
has been paid, from the date of original issuance; provided that the first
Interest Payment Date shall be July 15, 2004.  The Company shall pay interest on overdue principal and premium,
if any, from time to time on demand at the rate of 2% per annum in excess of
the interest rate then in effect and shall pay interest on overdue installments
of interest (without regard to any applicable grace periods) from time to time
on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a 360-day year comprised
of twelve 30-day months.


 


2.                                       Method of Payment.  The Company will pay interest on this Note
(except defaulted interest) to the Person who is the registered Holder of this
Note at the close of business on the record date for the next Interest Payment
Date even if such Note is cancelled after such record date and on or before
such Interest Payment Date.  Holders
must surrender Notes to a Paying Agent to collect principal payments on such
Notes.  The Company will pay principal,
premium, if any, and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts.  However, the Company may pay principal, premium,
if any, and interest by check payable in such money, and any such check may be
mailed to a Holder’s registered address.


 


3.                                       Paying Agent and Registrar.  Wachovia Bank, National Association (the “Trustee”)  will
initially act as the Paying Agent and Registrar.  The Company may appoint additional paying agents or
co-registrars, and change the Paying Agent, any additional paying agent, the
Registrar or any co-registrar without prior notice to any Holder.  The Company or any of its Affiliates may act
in any such capacity.


 


4.                                       Indenture.  The Company issued the Notes under an
Indenture, dated as of December 23, 2003 (the “Indenture”), by
and among the Company, as issuer of the Notes, Young Broadcasting of Albany,
Inc., Young Broadcasting of Lansing, Inc., Winnebago Television Corporation,
Young Broadcasting of Nashville, Inc., YBT, Inc., WKRN, G.P., Young Broadcasting
of Louisiana, Inc., LAT, Inc., KLFY, L.P., Young Broadcasting of Richmond,
Inc., Young Broadcasting of Green Bay, Inc., Young Broadcasting of Knoxville,
Inc., WATE, G.P., YBK, Inc., Young Broadcasting of Davenport, Inc., Young
Broadcasting of Sioux Falls, Inc., Young Broadcasting of Rapid City, Inc.,
Young Broadcasting of San Francisco, Inc., Honey Bucket Films, Inc. and
Adam Young Inc. as guarantors of the Company’s obligations under the Indenture
and the Notes (each an “Initial Guarantor”)  and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the
date of the original issuance of the Notes (the “Trust Indenture Act”).  The Notes are subject to, and qualified


 


A-1-5

















 


by, all such terms, certain of which are summarized herein, and Holders
are referred to the Indenture and the Trust Indenture Act for a statement of
such terms (all capitalized terms not defined herein shall have the meanings
assigned them in the Indenture).  The
Notes are unsecured general obligations of the Company unlimited in aggregate
principal amount.


 


5.                                       Redemption Provisions.  The Notes may not be redeemed
at the option of the Company prior to January 15, 2009.  Thereafter, the Notes will be subject to
redemption at the option of the Company, in whole or in part, at the redemption
prices (expressed as percentages of the principal amount of the Notes) set
forth below, plus any accrued and unpaid interest to the date of redemption, if
redeemed during the twelve-month period beginning on January 15 of the
years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  104.375

  	
  %

  
	
  2010

  	
   

  	
  102.917

  	
  %

  
	
  2011

  	
   

  	
  101.458

  	
  %

  
	
  2012 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


Notwithstanding the foregoing, at any time prior to January 15,
2007, the Company, at its option, may redeem the Notes, in part, with the net
proceeds of one or more Public Equity Offerings, at a redemption price equal to
108.75% of the principal amount thereof, together with accrued and unpaid
interest to the date of redemption; provided, however, that after any such
redemption the aggregate principal amount of the Notes outstanding must equal
at least 65% of the aggregate principal amount of the Notes originally issued.


 


In addition and notwithstanding the foregoing, at any time prior to
January 15, 2007, the Company, at its option, may redeem (the “KRON
Redemption”) the Notes, in whole or in part, with the net proceeds of the sale,
disposition or other transfer for value of all or substantially all of the
assets or Capital Stock of Young Broadcasting of San Francisco, Inc. (or any successor(s)
thereto) (a “KRON Sale”) (subject to compliance with all other covenants
contained in the Indenture), at a redemption price equal to 108.75% of the
principal amount thereof, together with accrued and unpaid interest to the date
of redemption; provided that the Company shall not have the right to redeem
the Notes with the proceeds of a KRON Sale if the Company has previously made
an Asset Sale Offer in respect of the Notes pursuant to Section 4.14 of
the Indenture in connection with such KRON Sale.


 


6.                                       Mandatory Offers.


 


(a)                                  Within
30 days after any Change of Control or any Asset Sale Trigger Date, the Company
shall mail a notice to each Holder stating a number of items as set forth in
Section 4.13 (with respect to Change of Control Offers) or 4.14 (with
respect to Asset Sale Offers) of the Indenture.


 


(b)                                 Holders
may tender all or, subject to Section 8 below, any portion of their Notes
in an Offer by completing the form below entitled “Option of Holder to Elect
Purchase.”


 


A-1-6

















 


(c)                                  Promptly
after consummation of an Offer, (i) the Paying Agent shall mail to each
Holder of Notes or portions thereof accepted for payment an amount equal to the
purchase price for, plus any accrued and unpaid interest on, such Notes,
(ii) with respect to any tendered Note not accepted for payment in whole
or in part, the Trustee shall return such Note to the Holder thereof, and
(iii) with respect to any Note accepted for payment in part, the Trustee
shall authenticate and mail to each such Holder a new Note equal in principal
amount to the unpurchased portion of the tendered Note.


 


(d)                                 The
Company will (i) announce the results of the Offer to Holders on or as
soon as practicable after the Purchase Date, and (ii) comply with the
applicable tender offer rules, including the requirements of Rule 14e-1
under the Exchange Act and all other applicable securities laws and regulations
in connection with any Offer.


 


7.                                       Notice of Redemption or Purchase.  At least 30 days but not more than 60 days
before any redemption date, the Company shall mail by first class mail a notice
of redemption to each Holder of Notes or portions thereof that are to be
redeemed.


 


8.                                       Notes to Be Redeemed or Purchased.  The Notes may be redeemed or purchased in
part, but only in whole multiples of $1,000 unless all Notes held by a Holder
are to be redeemed or purchased.  On or
after any date on which Notes are redeemed or purchased, interest ceases to
accrue on the Notes or portions thereof called for redemption or accepted for
purchase on such date.


 


9.                                       Denominations, Transfer, Exchange.  The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples thereof.  The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture.  Holders seeking to transfer or exchange their Notes may be
required, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.  The Registrar need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption or tendered pursuant to an Offer.


 


10.                                 Persons Deemed Owners.  The registered holder of a Note may be
treated as its owner for all purposes.


 


11.                                 Amendments and Waivers.


 


(a)                                  Subject
to certain exceptions, the Indenture and the Notes may be amended or
supplemented with the written consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes, and any existing
Default or Event of Default or compliance with any provision of the Indenture
or the Notes may be waived with the consent of the Holders of at least a
majority in principal amount of the then outstanding Notes.


 


(b)                                 Notwithstanding
Section 11(a) above, the Company and the Trustee may amend or supplement
the Indenture or the Notes without the consent of any Holder to:  cure any ambiguity, defect or inconsistency;
provide for uncertificated Notes in addition to or in place of certificated
Notes; provide for the assumption of the Company’s obligations to the Holders
in the event of any Disposition involving the Company that is permitted under
Article V and in which


 


A-1-7

















 


the Company is not the Surviving Person; make any change that would provide
any additional rights or benefits to Holders or not adversely affect the
interests of any Holder; or comply with the requirements of the Commission in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act.


 


(c)                                  Certain
provisions of the Indenture cannot be amended, supplemented or waived without
the consent of each Holder of Notes affected. 
Additionally, certain provisions of the Indenture cannot be amended or
modified without the consent of at least a majority of the outstanding
principal amount of each class of Senior Debt of the Company outstanding.


 


12.                                 Defaults and Remedies.  Events of Default include:  default for 30 days in the payment when due
of interest on the Notes; default in the payment when due of principal on the
Notes; failure to perform or comply with certain covenants, agreements or
warranties in the Indenture which failure continues for 30 days after receipt
of notice from the Trustee or Holders of at least 25% of the outstanding Notes;
failure to perform or comply with other covenants, agreements or warranties in
the Indenture which failure continues for 60 days after receipt of notice from
the Trustee or Holders of at least 25% of the outstanding Notes; defaults under
and acceleration prior to maturity, or failure to pay at maturity, of certain
other Indebtedness; except as permitted under the Indenture, any Subsidiary
Guarantee shall cease for any reason to be in full force and effect; certain
judgments that remain undischarged; dispositions by holders of certain
Indebtedness of assets of the Company, any Subsidiary Guarantor or any other
Restricted Subsidiary; and certain events of bankruptcy or insolvency involving
the Company, any Subsidiary Guarantor or any other Restricted Subsidiary.  If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the Notes may
declare all outstanding Notes to be due and payable immediately in an amount
equal to the principal amount of and premium on, if any, such Notes, plus any
accrued and unpaid interest; provided, however, that in the case of
an Event of Default arising from certain events of bankruptcy or insolvency,
the principal amount of and premium on, if any, and any accrued and unpaid
interest on, the Notes becomes due and payable immediately without further
action or notice.  Subject to certain
exceptions, Holders of a majority in aggregate principal amount of the then
outstanding Notes may 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 it by the Indenture; provided that the Trustee may refuse to
follow any direction that conflicts with law or the Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Holders, or would
involve the Trustee in personal liability. 
The Trustee may withhold from Holders notice of any continuing default
(except a payment Default) if it determines that such withholding is in their
interests.


 


13.                                 Initial Guarantees.  Payment of principal, premium, if any, and
interest (including interest on overdue principal and overdue interest, to the
extent lawful) on the Notes and all other Obligations of the Company to the
Holders or the Trustee under the Indenture and the Notes is, jointly and
severally, unconditionally guaranteed by each of the Initial Guarantors
pursuant to and subject to the terms of Article XI of the Indenture.


 


14.                                 Subordination.


 


(a)                                  All
Obligations owed under and in respect of the Notes are subordinated in right of
payment, to the extent and in the manner provided in Article X of the Indenture,
to the


 


A-1-8

















 


prior payment in full in cash of all Obligations owed under and respect
of all Senior Debt of the Company, and the subordination of the Notes is for
the benefit of all holders of all Senior Debt of the Company, whether
outstanding on the Issue Date or issued thereafter.  The Company agrees, and each Holder by accepting a Note agrees,
to the subordination.


 


(b)                                 Each
Initial Guarantor’s Obligations under its Initial Guarantee shall be (i) junior
and subordinated in right of payment to any Senior Debt of the Company and to
any Senior Debt of such Initial Guarantor; (ii) pari passu in right of
payment with any Senior Subordinated Debt of the Company; and (iii) senior in
right of payment to any Subordinated Debt of such Initial Guarantor and any
Guarantee by such Initial Guarantor of any Subordinated Debt of the Company.


 


15.                                 Trustee Dealings with Company.  The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with
the Company or any of its Affiliates with the same rights it would have if it
were not Trustee.


 


16.                                 No Recourse Against Others.  No director, officer, employee, incorporator
or stockholder of the Company shall have any liability for any obligation of
the Company under the Indenture or the Notes or for any claim based on, in
respect of, or by reason of, any such obligation or the creation of any such
obligation.  Each Holder by accepting a
Note waives and releases such Persons from all such liability, and such waiver
and release is part of the consideration for the issuance of the Notes.


 


17.                                 Successor Substituted.  Upon the merger, consolidation or other business
combination involving the Company or upon the sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
Company’s properties and assets, the Surviving Person (if other than the
Company) resulting from such Disposition shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under the Indenture
with the same effect as if such Surviving Person had been named as the Company
in the Indenture.


 


18.                                 Governing Law.  This Note shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
the conflict of laws provisions thereof.


 


19.                                 Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


20.                                 Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


21.                                 CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Note Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such


 


A-1-9

















 


numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
printed on the securities.


 


The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture which has in it the text of this Note in larger
type.  Request may be made to:  Young Broadcasting Inc., 599 Lexington
Avenue, New York, New York 10022.


 


A-1-10

















 


ASSIGNMENT
FORM


 


 


To assign this Note, fill in the form below:


 


FOR VALUE RECEIVED the undersigned hereby sell(s), assigns(s) and transfer(s)
unto


 


 


Please insert social security or other identifying number of assignee


 


 


Please print or typewrite name
and address including

zip code of assignee


 


 


the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
                                                 
to transfer said Note on the books of the Company.  The Agent may substitute another to act for him.


 


In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the
Securities Act of 1933, as amended (the “Securities Act”), covering resales of
this Note (which effectiveness shall not have been suspended or terminated at
the date of the transfer) and (ii) December 23, 2005, the undersigned
confirms that it has not utilized any general solicitation or general advertising
in connection with the transfer and that:


 


[Check One]


 




	
  o

  	
   

  	
  (a)

  	
   

  	
  this Note is
  being transferred in compliance with the exemption from registration under
  the Securities Act provided by Rule 144A thereunder.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (b)

  	
   

  	
  this Note is
  being transferred other than in accordance with (a) above and documents are
  being furnished which comply with the conditions of transfer set forth in
  this Note and the Indenture.

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


If neither of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall
have been satisfied.


 


TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS
CHECKED


 


The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and


 


A-1-11

















 


any such account is a “qualified institutional buyer” within the
meaning of Rule 144A under the Securities Act and is aware that the sale
to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  NOTICE:

  	
  To be executed by an executive officer

  
							



 


A-1-12

















 


FORM
OF NOTATION ON NOTE

RELATING TO GUARANTEE


 


Each Guarantor, jointly and severally, unconditionally guarantees, to
the extent set forth in the Indenture and subject to the provisions of the
Indenture that:  (i) the principal
of, premium, if any, and interest on the Notes will be promptly paid in full
when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, to the
extent lawful, and all other Obligations of the Company to the Holders or the
Trustee under the Indenture and the Notes will be promptly paid in full, all in
accordance with the terms of the Indenture and the Notes; and (ii) in case
of any extension of time of payment or renewal of any Notes or any of such
other Obligations, that the Notes will be promptly paid in full when due in accordance
with the terms of such extension or renewal, whether at stated maturity, by
acceleration or otherwise.


 


The obligations of each Guarantor to the Holders of Notes and the
Trustee pursuant to this guarantee and the Indenture are set forth in Article XI
of the Indenture, to which reference is hereby made.


 


	
   

  	
  Guarantors:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG BROADCASTING OF ALBANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG BROADCASTING OF LANSING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WINNEBAGO TELEVISION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


A-1-13

















 


	
   

  	
  YOUNG BROADCASTING OF NASHVILLE,

  
	
   

  	
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YBT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WKRN, G.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Young Broadcasting of
  Nashville, Inc.,

  
	
   

  	
   

  	
  Managing Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG BROADCASTING OF LOUISIANA,

  
	
   

  	
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LAT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


A-1-14

















 


	
   

  	
  KLFY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Young Broadcasting of
  Louisiana, Inc.,

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG BROADCASTING OF RICHMOND,

  
	
   

  	
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG BROADCASTING OF GREEN BAY,

  
	
   

  	
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG BROADCASTING OF KNOXVILLE,

  
	
   

  	
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


A-1-15

















 


	
   

  	
  WATE, G.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Young Broadcasting of
  Knoxville, Inc.,

  
	
   

  	
   

  	
  Managing Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YBK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG BROADCASTING OF DAVENPORT,

  
	
   

  	
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG
  BROADCASTING OF SIOUX FALLS,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG BROADCASTING OF RAPID CITY,

  
	
   

  	
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


A-1-16

















 


	
   

  	
  YOUNG
  BROADCASTING OF SAN

  FRANCISCO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  HONEY BUCKET FILMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADAM YOUNG INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-1-17

















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you elect to have this Note purchased by the Company pursuant to
Section 4.13 of the Indenture, check the box:  o


If you elect to have this Note purchased by the Company pursuant to
Section 4.14 of the Indenture, check the box:  o


 


If you elect to have only part of this Note purchased by the Company
pursuant to Section 4.13 or 4.14 of the Indenture, state the amount
(multiples of $1,000 only):


 


	
  $

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the other side of this Note)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  	
   

  
						



 


A-1-18

















 


EXHIBIT A-2


 


[FORM OF SERIES B NOTE]


 


 


(Face of Note)


 


YOUNG BROADCASTING INC.


 


8 3/4% Senior Subordinated Note due 2014


 


	
  No. 

  	
  $

  	
   

  
	
   

  	
  CUSIP No.

  	
   

  



 


Young Broadcasting Inc., a Delaware corporation (hereinafter called the
“Company,”
which term includes any successor entity under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
                
or registered assigns, the principal sum of
                   
Dollars on January 15, 2014.


 


Interest Payment Dates: 
January 15 and July 15, commencing July 15, 2004


 


Record Dates:  January 1
and July 1


 


Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.


 


	
   

  	
  YOUNG BROADCASTING INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


A-2-1

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes referred to in the

within mentioned Indenture.


 


Wachovia Bank, National Association, as Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date of Authentication:

  



 


A-2-2

















 


(Back of Note)

8 3/4% SENIOR SUBORDINATED NOTE DUE 2014


 


 


1.                                       Interest.  Young Broadcasting Inc. (the “Company”)  promises
to pay interest on the principal amount of this Note at the rate and in the
manner specified below.  Interest on
this Note will accrue at 8 3/4% per annum from the date this Note is issued
until maturity and will be payable semiannually in cash on January 15 and
July 15 of each year, or if any such day is not a Business Day on the next
succeeding Business Day (each an “Interest Payment Date”).  Interest on this Note will accrue from the
most recent date on which interest has been paid or, if no interest has been
paid, from the date of original issuance; provided that the first Interest Payment
Date shall be July 15, 2004.  The
Company shall pay interest on overdue principal and premium, if any, from time
to time on demand at the rate of 2% per annum in excess of the interest rate
then in effect and shall pay interest on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. 
Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.


 


2.                                       Method of Payment.  The Company will pay interest on this Note
(except defaulted interest) to the Person who is the registered Holder of this
Note at the close of business on the record date for the next Interest Payment
Date even if such Note is cancelled after such record date and on or before
such Interest Payment Date.  Holders
must surrender Notes to a Paying Agent to collect principal payments on such
Notes.  The Company will pay principal,
premium, if any, and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts.  However, the Company may pay principal, premium,
if any, and interest by check payable in such money, and any such check may be
mailed to a Holder’s registered address.


 


3.                                       Paying Agent and Registrar.  Wachovia Bank, National Association (the “Trustee”)  will
initially act as the Paying Agent and Registrar.  The Company may appoint additional paying agents or
co-registrars, and change the Paying Agent, any additional paying agent, the
Registrar or any co-registrar without prior notice to any Holder.  The Company or any of its Affiliates may act
in any such capacity.


 


4.                                       Indenture.  The Company issued the Notes under an
Indenture, dated as of December 23, 2003 (the “Indenture”), by and among
the Company, as issuer of the Notes, Young Broadcasting of Albany, Inc., Young
Broadcasting of Lansing, Inc., Winnebago Television Corporation, Young
Broadcasting of Nashville, Inc., YBT, Inc., WKRN, G.P., Young Broadcasting of
Louisiana, Inc., LAT, Inc., KLFY, L.P., Young Broadcasting of Richmond, Inc.,
Young Broadcasting of Green Bay, Inc., Young Broadcasting of Knoxville, Inc.,
WATE, G.P., YBK, Inc., Young Broadcasting of Davenport, Inc., Young
Broadcasting of Sioux Falls, Inc., Young Broadcasting of Rapid City, Inc.,
Young Broadcasting of San Francisco,, Honey Bucket Films, Inc., and Adam
Young Inc. as guarantors of the Company’s obligations under the Indenture and
the Notes (each an “Initial Guarantor”)  and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the
date of the original issuance of the Notes (the “Trust Indenture Act”).  The Notes are subject to, and qualified by,
all such terms, certain of which are summarized herein, and Holders are
referred to the Indenture


 


A-2-3

















 


and the Trust Indenture Act for a statement of such terms (all capitalized
terms not defined herein shall have the meanings assigned them in the
Indenture).  The Notes are unsecured
general obligations of the Company unlimited in aggregate principal amount.


 


5.                                       Redemption Provisions.  The Notes may not be redeemed
at the option of the Company prior to January 15, 2009.  Thereafter, the Notes will be subject to
redemption at the option of the Company, in whole or in part, at the redemption
prices (expressed as percentages of the principal amount of the Notes) set
forth below, plus any accrued and unpaid interest to the date of redemption, if
redeemed during the twelve-month period beginning on January 15 of the
years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  104.375

  	
  %

  
	
  2010

  	
   

  	
  102.917

  	
  %

  
	
  2011

  	
   

  	
  101.458

  	
  %

  
	
  2012 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


Notwithstanding the foregoing, at any time prior to January 15,
2007, the Company, at its option, may redeem the Notes, in part, with the net
proceeds of one or more Public Equity Offerings, at a redemption price equal to
108.75% of the principal amount thereof, together with accrued and unpaid
interest to the date of redemption; provided, however,  that
after any such redemption the aggregate principal amount of the Notes
outstanding must equal at least 65% of the aggregate principal amount of the
Notes originally issued.


 


In addition and notwithstanding the foregoing, at any time prior to
January 15, 2007, the Company, at its option, may redeem (the “KRON
Redemption”) the Notes, in whole or in part, with the net proceeds of the sale,
disposition or other transfer for value of all or substantially all of the
assets or Capital Stock of Young Broadcasting of San Francisco, Inc. (or any successor(s)
thereto) (a “KRON Sale”) (subject to compliance with all other covenants
contained in the Indenture), at a redemption price equal to 108.75% of the
principal amount thereof, together with accrued and unpaid interest to the date
of redemption; provided that the Company shall not have the right to redeem
the Notes with the proceeds of a KRON Sale if the Company has previously made
an Asset Sale Offer in respect of the Notes pursuant to Section 4.14 of
the Indenture in connection with such KRON Sale.


 


6.                                       Mandatory Offers.


 


(a)                                  Within
30 days after any Change of Control or any Asset Sale Trigger Date, the Company
shall mail a notice to each Holder stating a number of items as set forth in
Sections 4.13 (with respect to Change of Control Offers) or 4.14 (with respect
to Asset Sale Offers) of the Indenture.


 


(b)                                 Holders
may tender all or, subject to Section 8 below, any portion of their Notes
in an Offer by completing the form below entitled “Option of Holder to Elect
Purchase.”


 


A-2-4

















 


(c)                                  Promptly
after consummation of an Offer, (i) the Paying Agent shall mail to each
Holder of Notes or portions thereof accepted for payment an amount equal to the
purchase price for, plus any accrued and unpaid interest on, such Notes,
(ii) with respect to any tendered Note not accepted for payment in whole
or in part, the Trustee shall return such Note to the Holder thereof, and
(iii) with respect to any Note accepted for payment in part, the Trustee
shall authenticate and mail to each such Holder a new Note equal in principal
amount to the unpurchased portion of the tendered Note.


 


(d)                                 The
Company will (i) announce the results of the Offer to Holders on or as
soon as practicable after the Purchase Date, and (ii) comply with the
applicable tender offer rules, including the requirements of Rule 14e-1
under the Exchange Act and all other applicable securities laws and regulations
in connection with any Offer.


 


7.                                       Notice of Redemption or Purchase.  At least 30 days but not more than 60 days
before any redemption date, the Company shall mail by first class mail a notice
of redemption to each Holder of Notes or portions thereof that are to be
redeemed.


 


8.                                       Notes to Be Redeemed or Purchased.  The Notes may be redeemed or purchased in
part, but only in whole multiples of $1,000 unless all Notes held by a Holder
are to be redeemed or purchased.  On or
after any date on which Notes are redeemed or purchased, interest ceases to
accrue on the Notes or portions thereof called for redemption or accepted for
purchase on such date.


 


9.                                       Denominations, Transfer, Exchange.  The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples thereof.  The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture.  Holders seeking to transfer or exchange their Notes may be
required, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.  The Registrar need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption or tendered pursuant to an Offer.


 


10.                                 Persons Deemed Owners.  The registered holder of a Note may be
treated as its owner for all purposes.


 


11.                                 Amendments and Waivers.


 


(a)                                  Subject
to certain exceptions, the Indenture and the Notes may be amended or
supplemented with the written consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes, and any existing
Default or Event of Default or compliance with any provision of the Indenture
or the Notes may be waived with the consent of the Holders of at least a
majority in principal amount of the then outstanding Notes.


 


(b)                                 Notwithstanding
Section 11(a) above, the Company and the Trustee may amend or supplement
the Indenture or the Notes without the consent of any Holder to:  cure any ambiguity, defect or inconsistency;
provide for uncertificated Notes in addition to or in place of certificated
Notes; provide for the assumption of the Company’s obligations to the Holders
in the event of any Disposition involving the Company that is permitted under
Article V and in which


 


A-2-5

















 


the Company is not the Surviving Person; make any change that would
provide any additional rights or benefits to Holders or not adversely affect
the interests of any Holder; or comply with the requirements of the Commission
in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act.


 


(c)                                  Certain
provisions of the Indenture cannot be amended, supplemented or waived without
the consent of each Holder of Notes affected. 
Additionally, certain provisions of the Indenture cannot be amended or
modified without the consent of at least a majority of the outstanding
principal amount of each class of Senior Debt of the Company outstanding.


 


12.                                 Defaults and Remedies.  Events of Default include:  default for 30 days in the payment when due
of interest on the Notes; default in the payment when due of principal on the
Notes; failure to perform or comply with certain covenants, agreements or
warranties in the Indenture which failure continues for 30 days after receipt
of notice from the Trustee or Holders of at least 25% of the outstanding Notes;
failure to perform or comply with other covenants, agreements or warranties in
the Indenture which failure continues for 60 days after receipt of notice from
the Trustee or Holders of at least 25% of the outstanding Notes; defaults under
and acceleration prior to maturity, or failure to pay at maturity, of certain
other Indebtedness; except as permitted under the Indenture, any Subsidiary
Guarantee shall cease for any reason to be in full force and effect; certain
judgments that remain undischarged; dispositions by holders of certain
Indebtedness of assets of the Company, any Subsidiary Guarantor or any other
Restricted Subsidiary; and certain events of bankruptcy or insolvency involving
the Company, any Subsidiary Guarantor or any other Restricted Subsidiary.  If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Notes may declare all outstanding Notes to be due and payable immediately
in an amount equal to the principal amount of and premium on, if any, such
Notes, plus any accrued and unpaid interest; provided, however,  that
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, the principal amount of and premium on, if any, and any accrued and
unpaid interest on, the Notes becomes due and payable immediately without
further action or notice.  Subject to
certain exceptions, Holders of a majority in aggregate principal amount of the
then outstanding Notes may 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 it by the Indenture; provided that the Trustee may refuse to
follow any direction that conflicts with law or the Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Holders, or would
involve the Trustee in personal liability. 
The Trustee may withhold from Holders notice of any continuing default
(except a payment Default) if it determines that such withholding is in their
interests.


 


13.                                 Initial Guarantees.  Payment of principal, premium, if any, and
interest (including interest on overdue principal and overdue interest, to the
extent lawful) on the Notes and all other Obligations of the Company to the
Holders or the Trustee under the Indenture and the Notes is, jointly and
severally, unconditionally guaranteed by each of the Initial Guarantors
pursuant to and subject to the terms of Article XI of the Indenture.


 


14.                                 Subordination.


 


(a)                                  All
Obligations owed under and in respect of the Notes are subordinated in right of
payment, to the extent and in the manner provided in Article X of the Indenture,
to the


 


A-2-6

















 


prior payment in full in cash of all Obligations owed under and respect
of all Senior Debt of the Company, and the subordination of the Notes is for
the benefit of all holders of all Senior Debt of the Company, whether
outstanding on the Issue Date or issued thereafter.  The Company agrees, and each Holder by accepting a Note agrees,
to the subordination.


 


(b)                                 Each
Initial Guarantor’s Obligations under its Initial Guarantee shall be
(i) junior and subordinated in right of payment to any Senior Debt of the
Company and to any Senior Debt of such Initial Guarantor; (ii) pari passu in
right of payment with any Senior Subordinated Debt of the Company; and
(iii) senior in right of payment to any Subordinated Debt of such Initial
Guarantor and any Guarantee by such Initial Guarantor of any Subordinated Debt
of the Company.


 


15.                                 Trustee Dealings with Company.  The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the
Company or any of its Affiliates with the same rights it would have if it were
not Trustee.


 


16.                                 No Recourse Against Others.  No director, officer, employee, incorporator
or stockholder of the Company shall have any liability for any obligation of
the Company under the Indenture or the Notes or for any claim based on, in
respect of, or by reason of, any such obligation or the creation of any such
obligation.  Each Holder by accepting a
Note waives and releases such Persons from all such liability, and such waiver
and release is part of the consideration for the issuance of the Notes.


 


17.                                 Successor Substituted.  Upon the merger, consolidation or other business
combination involving the Company or upon the sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
Company’s properties and assets, the Surviving Person (if other than the
Company) resulting from such Disposition shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under the Indenture
with the same effect as if such Surviving Person had been named as the Company
in the Indenture.


 


18.                                 Governing Law.  This Note shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
the conflict of laws provisions thereof.


 


19.                                 Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.


 


20.                                 Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


21.                                 CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Note Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such


 


A-2-7

















 


numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
printed on the securities.


 


The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture which has in it the text of this Note in larger
type.  Request may be made to:  Young Broadcasting Inc., 599 Lexington
Avenue, New York, New York 10022.


 


A-2-8

















 


ASSIGNMENT FORM


 


 


To assign this Note, fill in the form below:


 


FOR VALUE RECEIVED the undersigned hereby sell(s), assigns(s) and transfer(s)
unto


 


 


Please insert social security or other identifying number of assignee


 


 


Please print or typewrite name
and address including

zip code of assignee


 


 


the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
                                               
to transfer said Note on the books of the Company.  The Agent may substitute another to act for him.


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name

  appears on the other side of

  this Note)

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  Signature Guarantee:

  	
   

  	
   

  	 

										



 


A-2-9

















 


FORM
OF NOTATION ON NOTE

RELATING TO GUARANTEE


 


Each Guarantor, jointly and severally, unconditionally guarantees, to
the extent set forth in the Indenture and subject to the provisions of the
Indenture that:  (i) the principal
of, premium, if any, and interest on the Notes will be promptly paid in full
when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, to the
extent lawful, and all other Obligations of the Company to the Holders or the
Trustee under the Indenture and the Notes will be promptly paid in full, all in
accordance with the terms of the Indenture and the Notes; and (ii) in case
of any extension of time of payment or renewal of any Notes or any of such
other Obligations, that the Notes will be promptly paid in full when due in
accordance with the terms of such extension or renewal, whether at stated
maturity, by acceleration or otherwise.


 


The obligations of each Guarantor to the Holders of Notes and the
Trustee pursuant to this guarantee and the Indenture are set forth in
Article XI of the Indenture, to which reference is hereby made.


 


	
   

  	
  Guarantors:

  
	
   

  	
   

  
	
   

  	
  YOUNG BROADCASTING OF ALBANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG BROADCASTING OF LANSING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WINNEBAGO TELEVISION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2-10

















 


	
   

  	
  YOUNG
  BROADCASTING OF NASHVILLE,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YBT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WKRN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Young Broadcasting of
  Nashville, Inc.,

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG
  BROADCASTING OF LOUISIANA,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LAT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2-11

















 


	
   

  	
  KLFY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Young Broadcasting of
  Louisiana, Inc.,

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG
  BROADCASTING OF RICHMOND,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG
  BROADCASTING OF GREEN BAY,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG
  BROADCASTING OF KNOXVILLE,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2-12

















 


	
   

  	
  WATE, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Young Broadcasting of
  Knoxville, Inc.,

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YBK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG
  BROADCASTING OF DAVENPORT,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG
  BROADCASTING OF SIOUX FALLS,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  YOUNG
  BROADCASTING OF RAPID CITY,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2-13

















 


	
   

  	
  YOUNG
  BROADCASTING OF SAN FRANCISCO,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HONEY BUCKET FILMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADAM YOUNG INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2-14

















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you elect to have this Note purchased by the Company pursuant to Section 4.13
of the Indenture, check the box:  o


 


If you elect to have this Note purchased by the Company pursuant to
Section 4.14 of the Indenture, check the box:  o


 


If you elect to have only part of this Note purchased by the Company
pursuant to Section 4.13 or 4.14 of the Indenture, state the amount
(multiples of $1,000 only):


 


	
  $

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Sign exactly as your name

  appears on the other side of

  this Note)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name

  appears on the other side of

  this Note)

  
							



 


A-2-15

















 


EXHIBIT B


 


FORM OF LEGEND FOR BOOK-ENTRY NOTES


 


Any Global Note authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Security) 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 DEPOSITORY OR A NOMINEE
OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. 
THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY 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.


 


B-1

















 


EXHIBIT C


 


Form of Certificate to Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors


 


                        ,
       


 


Wachovia Bank, National Association

One Penn Plaza

Suite 1414

New York, NY 10119


 


Attention:  Corporate Trust -
Bond Administration


 


Re:                               Young Broadcasting Inc.
8 3/4%

Senior Subordinated Notes due 2014


 


Ladies and Gentlemen:


 


In connection with our proposed purchase of 8 3/4% Senior Subordinated
Notes due 2014 (the “Securities”) of Young Broadcasting Inc. (the “Company”),
we confirm that:


 


1.                                       We
understand that any subsequent transfer of the Securities is subject to certain
restrictions and conditions set forth in the Indenture dated as of
December 23, 2003 pursuant to which the Securities were issued and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Securities except in compliance with, such restrictions and conditions
and the Securities Act of 1933, as amended (the “Securities Act”).


 


2.                                       We
understand that the offer and sale of the Securities have not been registered
under the Securities Act, and that the Securities may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons
except as permitted in the following sentence. 
We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell any Securities, we
will do so only (A) to the Company or any subsidiary thereof, (B) inside the
United States in accordance with Rule 144A under the Securities Act to a
“qualified institutional buyer” (as defined therein), (C) inside the United
States to an institutional “accredited investor” (as defined below) that, prior
to such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to the Trustee (as defined in the Indenture relating to the
Securities), a signed letter containing certain representations and agreements
relating to the restrictions on transfer of the Securities (the form of which
letter can be obtained from the Trustee), (D) outside the United States in
accordance with Rule 904 of Regulation S under the Securities Act,
(E) pursuant to the exemption from registration provided by Rule 144 under
the Securities Act (if available), (F) in accordance with another exemption
from the registration requirements of the Securities Act or (G) pursuant to an
effective registration


 


C-1

















 


statement under the Securities Act, and we further agree to provide to
any person purchasing Securities from us a notice advising such purchaser that
resales of the Securities are restricted as stated herein.


 


3.                                       We
understand that, on any proposed resale of Securities, we will be required to
furnish to the Trustee and the Company, such certifications, legal opinions and
other information as the Trustee and the Company may reasonably require to
confirm that the proposed sale is being made pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act.  We further understand
that the Securities purchased by us will bear a legend to the foregoing effect.


 


4.                                       We
are an institutional “accredited investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act) and have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Securities, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or their investment, as the case may be.


 


5.                                       We
are acquiring the Securities purchased by us for our account or for one or more
accounts (each of which is an institutional “accredited investor”) as to each
of which we exercise sole investment discretion.


 


You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


C-2

















 


EXHIBIT D


 


Form of
Certificate to Be Delivered

in Connection with Transfers
Pursuant to Regulation S


 


                            ,
         


 


Wachovia Bank, National Association

One Penn Plaza

Suite 1414

New York, NY 10119


 


Attention: 
Corporate Trust - Bond Administration


 


Re:                               Young Broadcasting Inc.
(the “Company”)

8 3/4% Senior Subordinated Notes

due 2014 (the “Securities”)


 


Dear Sirs:


 


In connection with our proposed sale of
$                      
aggregate principal amount of the Securities, we confirm that such sale has
been effected pursuant to and in accordance with Regulation S under the
U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly,
we represent that:


 


(1)                                  the
offer of the Securities was not made to a person in the United States;


 


(2)                                  either
(a) at the time the buy offer was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States, or (b) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither we nor any person acting on our behalf knows that the
transaction has been prearranged with a buyer in the United States;


 


(3)                                  no
directed selling efforts have been made in the United States in contravention
of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;


 


(4)                                  the
transaction is not part of a plan or scheme to evade the registration requirements
of the Securities Act; and


 


(5)                                  we
have advised the transferee of the transfer restrictions applicable to the
Securities.


 


D-1

















 


You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. 
Terms used in this certificate have the meanings set forth in
Regulation S.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Authorized
  Signature]

  



 


D-2