EX-4.2






EXHIBIT 4.2




PAXSON COMMUNICATIONS CORPORATION, as Issuer,




the SUBSIDIARY GUARANTORS named herein




and




THE BANK OF NEW YORK TRUST COMPANY, NA, as Trustee














INDENTURE




Dated as of December 30, 2005














$405,000,000 initial aggregate




principal amount




Floating Rate Second Priority Senior Secured Notes due 2013




1




TABLE OF CONTENTS




Page




ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE




	 	 	 
	Section 1.01.

Section 1.02.

Section 1.03.

Section 1.04.

	 	Definitions.

Other Definitions.

Incorporation by Reference of Trust Indenture Act.

Rules of Construction.






ARTICLE 2




THE NOTES




	 	 	 
	Section 2.01.

Section 2.02.

Section 2.03.

Section 2.04.

Section 2.05.

Section 2.06.

Section 2.07.

Section 2.08.

Section 2.09.

Section 2.10.

Section 2.11.

Section 2.12.

Section 2.13.

	 	Form and Dating.

Execution and Authentication.

Registrar, Paying Agent and Calculation Agent.

Paying Agent to Hold Money in Trust.

Holder Lists.

Transfer and Exchange.

Replacement Notes.

Outstanding Notes.

Temporary Notes.

Cancellation.

Defaulted Interest.

Deposit of Moneys.

CUSIP Number.






ARTICLE 3




REDEMPTION




	 	 	 
	Section 3.01.

Section 3.02.

Section 3.03.

Section 3.04.

Section 3.05.

Section 3.06.

	 	Notices to Trustee.

Selection by Trustee of Notes to Be Redeemed.

Notice of Redemption.

Effect of Notice of Redemption.

Deposit of Redemption Price.

Notes Redeemed in Part.






ARTICLE 4




COVENANTS




	 	 	 
	Section 4.01.

Section 4.02.

Section 4.03.

Section 4.04.

Section 4.05.

Section 4.06.

Section 4.07.

Section 4.08.

Section 4.09.

Section 4.10.

Section 4.11.

Section 4.12.

Section 4.13.

Section 4.14.

Section 4.15.

Section 4.16.

Section 4.17.

Section 4.18.

Section 4.19.

Section 4.20.

Section 4.21.

Section 4.22.

Section 4.23.

Section 4.24.

Section 4.25.

	 	Payment of Notes.

Commission Reports.

Waiver of Stay, Extension or Usury Laws.

Compliance Certificate.

Taxes.

Limitation on Debt.

Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries.

Limitation on Restricted Payments.

Limitation on Liens.

Limitation on Asset Sales.

Limitation on Transactions with Affiliates.

Limitation on Asset Sales of Principal Stations.

Designation of Restricted and Unrestricted Subsidiaries.

Future Subsidiary Guarantors.

Limitation on Restrictions on Distributions from Restricted Subsidiaries.

Payments for Consent.

Corporate Existence.

Change of Control.

Maintenance of Office or Agency.

Delivery of Station Appraisals.

Offer to Purchase in Connection with Station Value Coverage Ratio.

Designation of Net Available Cash from an Asset Sale as Available Basket Proceeds upon Satisfaction of

Station Value Coverage Requirements.

Events of Loss.

Maintenance of Insurance.

Certain Matters in Connection with FCC Licenses.






ARTICLE 5




SUCCESSOR CORPORATION




	 	 	 
	Section 5.01.

Section 5.02.

	 	Limitation on Consolidation, Merger and Sale of Property.

Successor Person Substituted.






ARTICLE 6




DEFAULTS AND REMEDIES




	 	 	 
	Section 6.01.

Section 6.02.

Section 6.03.

Section 6.04.

Section 6.05.

Section 6.06.

Section 6.07.

Section 6.08.

Section 6.09.

Section 6.10.

Section 6.11.

	 	Events of Default.

Acceleration.

Other Remedies.

Waiver of Past Defaults and Events of Default.

Control by Majority.

Limitation on Suits.

Rights of Holders to Receive Payment.

Collection Suit by Trustee.

Trustee May File Proofs of Claim.

Priorities.

Undertaking for Costs.






ARTICLE 7




TRUSTEE




	 	 	 
	Section 7.01.

Section 7.02.

Section 7.03.

Section 7.04.

Section 7.05.

Section 7.06.

Section 7.07.

Section 7.08.

Section 7.09.

Section 7.10.

Section 7.11.

Section 7.12.

	 	Duties of Trustee.

Rights of Trustee.

Individual Rights of Trustee.

Trustee’s Disclaimer.

Notice of Defaults.

Reports by Trustee to Holders.

Compensation and Indemnity.

Replacement of Trustee.

Successor Trustee by Consolidation, Merger or Conversion.

Eligibility; Disqualification.

Preferential Collection of Claims Against Company.

Paying Agents.






ARTICLE 8




AMENDMENTS, SUPPLEMENTS AND WAIVERS




	 	 	 
	Section 8.01.

Section 8.02.

Section 8.03.

Section 8.04.

Section 8.05.

	 	Without Consent of Holders.

With Consent of Holders.

Revocation and Effect of Consents.

Notation on or Exchange of Notes.

Trustee to Sign Amendments, etc.






ARTICLE 9




DISCHARGE OF INDENTURE; DEFEASANCE




	 	 	 
	Section 9.01.

Section 9.02.

Section 9.03.

Section 9.04.

Section 9.05.

Section 9.06.

Section 9.07.

Section 9.08.

	 	Discharge of Indenture.

Legal Defeasance.

Covenant Defeasance.

Conditions to Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be

Held in Trust; Other Miscellaneous Provisions.

Reinstatement.

Moneys Held by Paying Agent.

Moneys Held by Trustee.






ARTICLE 10




GUARANTEE OF SECURITIES




	 	 	 
	Section 10.01.

Section 10.02.

Section 10.03.

Section 10.04.

Section 10.05.

	 	Subsidiary Guarantee.

Execution and Delivery of Guarantees.

Limitation of Subsidiary Guarantee.

Additional Subsidiary Guarantors.

Release of Subsidiary Guarantor.






ARTICLE 11




COLLATERAL




	 	 	 
	Section 11.01.

Section 11.02.

Section 11.03.

Section 11.04.

Section 11.05.

Section 11.06.

	 	Security Documents; Additional Collateral.

Recording, Registration and Opinions.

Releases of Collateral.

Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents.

Authorization of Receipt of Funds by the Trustee Under the Security Agreement.

Powers Exercisable by Receiver or Collateral Agent.






ARTICLE 12




MISCELLANEOUS




	 	 	 
	Section 12.01.

Section 12.02.

Section 12.03.

Section 12.04.

Section 12.05.

Section 12.06.

Section 12.07.

Section 12.08.

Section 12.09.

Section 12.10.

Section 12.11.

Section 12.12.

Section 12.13.

Section 12.14.

Section 12.15.

Section 12.16.

	 	Notices.

Communications by Holders with Other Holders.

Certificate and Opinion as to Conditions Precedent.

Statements Required in Certificate and Opinion.

When Treasury Notes Disregarded.

Rules by Trustee and Agents.

Business Days; Legal Holidays.

Governing Law.

No Adverse Interpretation of Other Agreements.

No Recourse Against Others.

Successors.

Multiple Counterparts.

Table of Contents, Headings, etc.

Separability.

Waiver of Jury Trial.

Force Majeure.






	 	 	 
	Exhibits

	 	

	 

	 	

	Exhibit AForm of Notes

Exhibit BForm of Certificate of Transfer

Exhibit CForm of Certificate of Exchange

Exhibit DForm of Certificate of Acquiring Institutional

Accredited Investors

	 	A-1

B-1

C-1



D-1






2




INDENTURE, dated as of December 30, 2005, among PAXSON COMMUNICATIONS CORPORATION, a
Delaware corporation, as Issuer (the “Company”), the SUBSIDIARY GUARANTORS (as defined herein)
parties hereto and THE BANK OF NEW YORK TRUST COMPANY, NA, a national banking association, as
Trustee (the “Trustee”).



Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of the Company’s Floating Rate Second Priority Senior Secured Notes
due 2013 (the “Notes”):



ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE





	 	 	 	Section 1.01. Definitions.





“144A Global Note” means a global note substantially in the form of Exhibit A hereto bearing
the Global Note Legend and the Restricted Notes Legend and deposited with or on behalf of, and
registered in the name of, the Depository or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.



“Acquired Debt” means Debt of a Person (including an Unrestricted Subsidiary) outstanding on
the date on which such Person becomes a Restricted Subsidiary or assumed in connection with the
acquisition of assets from such Person.



“Additional Assets” means:




(a) any Property (other than cash, cash equivalents and securities) to be owned by the
Company or any Restricted Subsidiary and used in a Company Business; or




(b) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the
acquisition of such Capital Stock by the Company or another Restricted Subsidiary from any
Person other than the Company or another Restricted Subsidiary; provided, however, that such
Restricted Subsidiary is primarily engaged in a Company Business.



“Affiliate” of any specified Person means:




(a) any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person; or




(b) any other Person who is a director or officer of




(1) such specified Person,




(2) any Subsidiary of such specified Person, or




(3) any Person described in clause (a) above.



For the purposes of this definition, “control” when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. For purposes of Section 4.11 only,
“Affiliate” shall also mean any beneficial owner of shares representing 10% or more of the total
voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants
to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an
Affiliate of any such beneficial owner pursuant to the first sentence hereof.



“After-Acquired Property” means Property acquired after the Issue Date which is of a type
constituting Collateral under the Security Agreement.



“Agent” means any Registrar, Paying Agent, co-registrar or agent for service of notices and
demands.



“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depository that apply to such
transfer or exchange.



“Asset Sale” means any sale, lease, transfer, issuance or other disposition (or series of
related sales, leases, transfers, issuances or dispositions) by the Company or any Restricted
Subsidiary, including any disposition by means of a merger, consolidation or similar transaction
(each referred to for the purposes of this definition as a “disposition”), of




(a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares) or




(b) any other assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary,



other than, in the case of clause (a) or (b) above,




(1) any disposition by a Restricted Subsidiary to the Company or by the Company or a
Restricted Subsidiary to a Wholly Owned Restricted Subsidiary,




(2) any disposition that constitutes a Permitted Investment or Restricted Payment
permitted by Section 4.08,




(3) any disposition effected in compliance with Section 5.01, and




(4) any disposition in a single transaction or a series of related transactions of
assets for aggregate consideration of less than $1.0 million.



“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at any date of
determination,




(a) if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of
Debt represented thereby according to the definition of “Capital Lease Obligations” and




(b) in all other instances, the present value (discounted at the interest rate borne by
the Notes at such time, compounded annually) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in such Sale and Leaseback
Transaction (including any period for which such lease has been extended).



“Available Basket Proceeds” means the aggregate amount of Net Available Cash designated as
Available Basket Proceeds in accordance with Section 4.22.



“Average Life” means, as of any date of determination, with respect to any Debt or Preferred
Stock, the quotient obtained by dividing




(a) the sum of the product of the numbers of years (rounded to the nearest one-twelfth
of one year) from the date of determination to the dates of each successive scheduled
principal payment of such Debt or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such payment by




(b) the sum of all such payments.



“Board of Directors” means the board of directors of the Company or a Subsidiary Guarantor, as
appropriate, or any committee authorized to act therefor.



“Board Resolution” means a copy of a resolution certified pursuant to an Officers’ Certificate
to have been duly adopted by the Board of Directors of the Company or a Subsidiary Guarantor, as
appropriate, and to be in full force and effect, and delivered to the Trustee.



“Calculation Agent” has the meaning given such term in paragraph 1 of the Notes.



“Capital Lease Obligations” means any obligation under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt
represented by such obligation shall be the capitalized amount of such obligations determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent
or any other amount due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty. For purposes of Section 4.09, a Capital
Lease Obligation shall be deemed secured by a Lien on the Property being leased.



“Capital Stock” means, with respect to any Person, any shares or other equivalents (however
designated) of any class of corporate stock or partnership interests or any other participations,
rights, warrants, options or other interests in the nature of an equity interest in such Person,
including Preferred Stock, but excluding any debt security convertible or exchangeable into such
equity interest.



“Capital Stock Sale Proceeds” means the aggregate cash proceeds received by the Company from
the issuance or sale (other than to a Subsidiary of the Company) by the Company of its Capital
Stock (other than Disqualified Capital Stock) after the Issue Date, net of attorneys’ fees,
accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage,
consultant and other fees actually incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.



“Change of Control” means the occurrence of both:




(i) any one of the following events:




(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act or any successor provisions to either of the foregoing),
including any group acting for the purpose of acquiring, holding, voting or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange
Act, other than any one or more of the Permitted Holders, becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act, except that a person will
be deemed to have “beneficial ownership” of all shares that any such person has the
right to acquire, whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of 50% or more of the total voting power
of the Voting Stock of the Company (for purposes of this clause (a), such person or
group shall be deemed to beneficially own any Voting Stock of a corporation held by
any other corporation (the “parent corporation”) so long as such person or group
beneficially owns, directly or indirectly, in the aggregate a majority of the total
voting power of the Voting Stock of such parent corporation); or




(b) the Company merges, consolidates or amalgamates with or into any other
Person or any other Person merges, consolidates or amalgamates with or into the
Company, in any such event pursuant to a transaction in which the outstanding Voting
Stock of the Company is reclassified into or exchanged for cash, securities or other
Property, other than any such transaction where:




(x) the outstanding Voting Stock of the Company is reclassified into or
exchanged for other Voting Stock of the Company or for Voting Stock of the
surviving corporation and




(y) the holders of the Voting Stock of the Company immediately prior to
such transaction, together with the Permitted Holders, own, directly or
indirectly, not less than a majority of the Voting Stock of the Company or
the surviving corporation immediately after such transaction and in
substantially the same proportion as before the transaction; or




(c) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors (together with any new
directors whose election or appointment by such Board or whose nomination for
election by the stockholders of the Company was approved by a vote of not less than
a majority 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 the Board of Directors
then in office; or




(d) the stockholders of the Company shall have approved any plan of liquidation
or dissolution of the Company; and




(ii) at the closing date of any event referred to in clause (i) (or, if later, at any
time prior to the expiration of the time period during which any “change of control put
right” available to NBCU in connection with any such event may be exercised (and after
giving effect to the purchase of any securities pursuant to any such “change of control put
right”)) NBCU fails to own at least $250.0 million aggregate principal amount of Existing
Subordinated Exchange Debentures and liquidation preference of Series B Preferred Stock
(including accrued and unpaid dividends thereon).



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



“Collateral” has the meaning given such term in the Security Agreement.



“Collateral Agent” has the meaning given such term in the Security Agreement.



“Commission” means the United States Securities and Exchange Commission as constituted from
time to time or any successor performing substantially the same functions.



“Company” means the party named as such in the first paragraph of this Indenture until a
successor replaces such party pursuant to Article 5 of this Indenture and thereafter means the
successor and any other obligor on the Notes.



“Company Business” means any business in which the Company or any Restricted Subsidiary was
engaged on the Issue Date, or any business related or ancillary to any business or industry in
which the Company or any Restricted Subsidiary was engaged on the Issue Date.



“Company Request” means any written request signed in the name of the Company by the Chief
Executive Officer, the President, any Vice President, the Chief Financial Officer or the Treasurer
and attested to by the Secretary or any Assistant Secretary of the Company.



“Consolidated EBITDA” means, for any Person, for any period, an amount equal to:




(a) the sum of Consolidated Net Income for such period, plus, to the extent deducted in
determining Consolidated Net Income,




(i) the provision for taxes for such period based on income or profits and any
provision for taxes utilized in computing a loss in Consolidated Net Income above,
plus




(ii) Consolidated Interest Expense, net of interest income earned on cash or
cash equivalents for such period, plus




(iii) depreciation for such period on a consolidated basis, plus




(iv) amortization of intangibles and Film Contracts (net of cash payments
required to be made in such period under Film Contracts), plus




(v) any other non-cash items (other than any such non-cash item to the extent
that it represents an accrual of or reserve for cash expenditures in any future
period); plus




(vi) cash restructuring charges in an amount not to exceed $25.0 million in the
aggregate for all periods for which Consolidated EBITDA is calculated in connection
with the matters described in the Offering Memorandum under “Summary — Business
Strategy”; minus




(b) all non-cash items increasing Consolidated Net Income for such period (other than
any such non-cash item to the extent that it will result in the receipt of cash payments in
any future period);



provided, however, that, for purposes of calculating Consolidated EBITDA during any fiscal quarter,
cash income from a particular Investment of such Person shall be included only if cash income has
been received by such Person as a result of the operation of the business in which such Investment
has been made in the ordinary course without giving effect to any extraordinary unusual and
non-recurring gains.



“Consolidated Interest Expense” means, with respect to any Person, for any period, the
aggregate amount of interest which, in conformity with GAAP, would be set forth opposite the
caption “interest expense” or any like caption on an income statement for such Person and its
Restricted Subsidiaries on a consolidated basis, including, but not limited to:




(a) interest expense attributable or imputed to leases constituting part of a Sale and
Leaseback Transaction and to Capital Lease Obligations;




(b) all commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing;




(c) the net costs associated with Hedging Obligations;




(d) amortization of financing fees and expenses;




(e) the interest portion of any deferred payment obligation;




(f) amortization of discount or premium, if any, and all other non-cash interest
expense (other than interest amortized to cost of sales); and




(g) without duplication,




(1) all net capitalized interest for such period and all interest incurred or
paid under any Guarantee of Debt (including a Guarantee of principal, interest or
any combination thereof) of any Person, and




(2) all time brokerage fees relating to financing of radio or television
stations which such Person has an agreement or option to acquire.



Notwithstanding the foregoing, the accrual or payment of dividends on the Existing Preferred Stock,
as in effect on the Issue Date, and Preferred Stock which is issued after the Issue Date and which
is not Disqualified Capital Stock, shall be excluded from Consolidated Interest Expense.



“Consolidated Net Income” means, with respect to any Person, for any period, the aggregate of
the net income (or loss) of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided, however, that:




(a) the net income of any Person (the “other Person”) in which the Person in question
or any of its Restricted Subsidiaries has less than a 100% interest (which interest does not
cause the net income of such other Person to be consolidated into the net income of the
Person in question in accordance with GAAP) shall be included only to the extent of the
amount of dividends or distributions paid to the Person in question or to the Subsidiary;




(b) the net income of any Restricted Subsidiary of the Person in question that is
subject to any restriction or limitation on the payment of dividends or the making of other
distributions shall be excluded to the extent of such restriction or limitation;




(c) any net gain (but not loss) resulting from an Asset Sale by the Person in question
or any of its Subsidiaries other than in the ordinary course of business shall be excluded;




(d) extraordinary, unusual and non-recurring gains and losses shall be excluded;




(e) losses associated with discontinued and terminated operations in an amount not to
exceed $1.0 million per annum shall be excluded;




(f) all non-cash items (including, without limitation, cumulative effects of changes in
GAAP and equity entitlements granted to employees of such Person and its Restricted
Subsidiaries) increasing and decreasing Consolidated Net Income shall be excluded (other
than any such non-cash items which are not excluded from the calculation of Consolidated
EBITDA by clause (a)(v) or (b) of the definition thereof); and




(g) the amount of dividends accrued or paid on the Existing Preferred Stock, as in
effect on the Issue Date, and Preferred Stock which is issued after the Issue Date and which
is not Disqualified Capital Stock and which reduced the net income of such Person in
accordance with GAAP shall be added back to Consolidated Net Income.



“Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered, which office at the date of execution
of this Indenture is located at 10161 Centurion Parkway, Jacksonville, Florida 32256, attention:
Corporate Trust Administration, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate from time to time
by notice to the Holders and the Company).



“Cumulative Consolidated EBITDA” means, with respect to any Person, as of any date of
determination, Consolidated EBITDA from the Issue Date to the end of such Person’s most recently
ended full fiscal quarter prior to such date, taken as a single accounting period.



“Cumulative Consolidated Interest Expense” means, with respect to any Person, as of any date
of determination, Consolidated Interest Expense, from the Issue Date to the end of such Person’s
most recently ended full fiscal quarter prior to such date, taken as a single accounting period.



“Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange
contract, currency swap agreement, currency option or other similar agreement or arrangement
designed to protect such Person against fluctuations in currency exchange rates.



“Debt” means, with respect to any Person on any date of determination (without duplication):




(a) the principal of and premium (if any) in respect of




(1) debt of such Person for money borrowed and




(2) debt evidenced by notes, debentures, bonds or other similar instruments for
the payment of which such Person is liable;




(b) all Capital Lease Obligations of such Person and all Attributable Debt in respect
of Sale and Leaseback Transactions entered into by such Person;




(c) all obligations of such Person representing the deferred and unpaid purchase price
of Property, all conditional sale obligations of such Person and all obligations of such
Person under any title retention agreement (but excluding trade accounts payable and other
accrued liabilities arising in the ordinary course of business, including any obligations in
respect of Film Contracts);




(d) all obligations of such Person for the reimbursement of any obligor on any letter
of credit, banker’s acceptance or similar credit transaction (other than obligations with
respect to letters of credit securing obligations (other than obligations described in (a)
through (c) above) entered into in the ordinary course of business of such Person to the
extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such
drawing is reimbursed no later than the third Business Day following receipt by such Person
of a demand for reimbursement following payment on the letter of credit);




(e) the amount of all obligations of such Person with respect to the Repayment of any
Disqualified Capital Stock or, with respect to any Subsidiary of such Person, any Preferred
Stock (but excluding, in each case, any accrued dividends);




(f) all obligations of the type referred to in clauses (a) through (e) of other Persons
and all dividends of other Persons for the payment of which, in either case, such Person is
liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of
any Guarantee;




(g) all obligations of the type referred to in clauses (a) through (f) of other Persons
secured by any Lien on any Property of such Person (whether or not such obligation is
assumed by such Person), the amount of such obligation being deemed to be the lesser of the
value of such Property and the amount of the obligation so secured; and




(h) to the extent not otherwise included in this definition, Hedging Obligations of
such Person.



The amount of Debt of any Person at any date shall be the outstanding principal balance, or the
accreted value of such Debt in the case of Debt issued with original issue discount, at such date
of all unconditional obligations as described above and the maximum liability upon the occurrence
of the contingency giving rise to the obligation, of any contingent obligations at such date. Debt
shall not include contingent obligations arising out of customary indemnification agreements or
purchase price adjustments with respect to the sale of assets or securities. The amount of Debt
represented by a Hedging Obligation shall be equal to:




(1) zero if such Hedging Obligation has been incurred pursuant to clause (d) or (e) of
the definition of “Permitted Debt”; or




(2) the notional amount of such Hedging Obligation if not incurred pursuant to such
clauses.



“Default” means an event or condition the occurrence of which is, or after notice or passage
of time or both would be, an Event of Default.



“Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except
that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges
of Interests in the Global Note” attached thereto.



“Depository” means, with respect to the Notes issued in the form of one or more Global Notes,
The Depository Trust Company or another Person designated as Depository by the Company, which
Person must be a clearing agency registered under the Exchange Act.



“Disqualified Capital Stock” means, with respect to any Person, 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, in either case at the option of the holder thereof) or otherwise




(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise,




(b) is or may become redeemable or repurchaseable at the option of the holder thereof,
in whole or in part, or




(c) is convertible or exchangeable at the option of the holder thereof for Debt or
Disqualified Capital Stock,



on or prior to, in the case of clause (a), (b) or (c), the 91st day after the Maturity Date.



“Domestic Restricted Subsidiary” means any Restricted Subsidiary other than (a) a Foreign
Restricted Subsidiary or (b) a Subsidiary of a Foreign Restricted Subsidiary.



“Event of Loss” means, with respect to any Property, any (i) loss, destruction or damage of or
to such Property or (ii) condemnation, seizure or taking, by exercise of the power of eminent
domain or otherwise, of such Property, or confiscation or requisition of the use of such Property.



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



“Excluded Asset Sales” means (1) the sale of the Company’s stations in each of Honolulu,
Hawaii (one full power station), New York (East Orange, New Jersey & Long Island, New York) (two
low power stations), Houston, Texas (one low power station), Boston-Cape Cod, Massachusetts
(Dennis, Massachusetts and Boston, Massachusetts) (two low power stations), Boston, Massachusetts
(Concord, New Hampshire and Vineyard Haven, Massachusetts) (two satellite full power stations),
Greenville Newbern-Washington (Greenville, North Carolina and Jacksonville, North Carolina) (one
full power station and one satellite full power station) and Indianapolis, Indiana (one low power
station), (2) the sale of the broadcast towers, transmitters and antennas and related real property
on which they are situated which are owned by the Company or any of its Subsidiaries, and (3) any
disposition of accounts receivable in connection with a Receivables Facility.



“Existing Preferred Stock” means:




(a) the 141/4% Preferred Stock;




(b) the Series B Preferred Stock; and




(c) the 93/4% Preferred Stock;



in each case as they may be modified or amended from time to time.



“Existing Subordinated Exchange Debentures” means any senior subordinated exchange debentures
issuable in exchange for the 141/4% Preferred Stock or Series B Preferred Stock in accordance with
the terms thereof as in effect on the Issue Date or as amended from time to time.



“Fair Market Value” means, with respect to any Property, the sale price for such Property that
could be negotiated in an arm’s-length transaction for cash, between a willing seller and a willing
buyer, neither of whom is under undue pressure or compulsion to complete the transaction.



“FCC” means the Federal Communications Commission and any successor governmental agency
performing functions similar to those performed by the Federal Communications Commission on the
Issue Date.



“FCC Licenses” means broadcasting and other licenses, authorizations, waivers and permits
which are issued from time to time by the FCC.



“Film Contract” means any contract with suppliers that conveys the right to broadcast
specified film, videotape, motion pictures, syndicated television programs or sports or other
programming.



“First Priority Administrative Agent” means Citicorp North America, Inc., in its capacity as
administrative agent under the First Priority Term Loan Facility, together with its successors and
assigns in such capacity.



“First Priority Notes” means $400.0 million aggregate principal amount of the Company’s
Floating Rate First Priority Senior Secured Notes due 2012 issued on the Issue Date under the First
Priority Notes Indenture.



“First Priority Notes Indenture” means the Indenture, dated as of the Issue Date, by and among
the Trustee, the Company and the Subsidiary Guarantors pursuant to which the First Priority Notes
were issued.



“First Priority Term Loan Facility” means the term loan facility, dated as of the Issue Date,
by and among the Company, the Subsidiary Guarantors, the First Priority Administrative Agent and
the holder of First Priority Term Loans, from time to time, providing for the borrowing of the
First Priority Term Loans.



“First Priority Term Loans” means $325.0 million aggregate principal amount of term loans,
having terms and conditions substantially similar to the First Priority Notes, borrowed under the
First Priority Term Loan Facility on the Issue Date.



“Foreign Restricted Subsidiary” means any Restricted Subsidiary which is not organized under
the laws of the United States of America or any State thereof or the District of Columbia.



“141/4% Preferred Stock” means the 131/4% Cumulative Junior Exchangeable Preferred Stock, $.001
par value (currently accruing dividends at the rate of 141/4% pursuant to the terms thereof), of
which 53,145 shares are outstanding as of the Issue Date with a stated value of $10,000 per share,
and any additional shares issued as payment of dividends on such shares.



“GAAP” means United States generally accepted accounting principles as in effect from time to
time, including those set forth in:




(a) the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants;




(b) the statements and pronouncements of the Financial Accounting Standards Board; and




(c) the rules and regulations of the Commission governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports required to be
filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in
staff accounting bulletins and similar written statements from the accounting staff of the
Commission.



“Global Note Legend” means the legend set forth in Section 2.06(g)(ii), which is required to
be placed on all Global Notes issued under this Indenture.



“Global Notes” means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance
with Section 2.01, 2.06(b)(vi) or 2.06(d)(iii) hereof.



“Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person:




(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt of such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay
or to maintain financial statement conditions or otherwise); or




(b) entered into for the purpose of assuring in any other manner the obligee against
loss in respect thereof (in whole or in part);



provided, however, that the term “Guarantee” shall not include:




(1) endorsements for collection or deposit in the ordinary course of business; or




(2) a contractual commitment to invest in another Person for so long as such Investment
is reasonably expected to constitute a Permitted Investment under clause (b) of the
definition of “Permitted Investment.”



The term “Guarantee” used as a verb has a corresponding meaning.



“Guaranteed Amount of Notes” means, at any time, a principal amount of Notes equal to the
excess of (i) the aggregate principal amount of Notes then outstanding at such time over (ii) the
Non-Guaranteed Amount of Notes at such time.



“Hedging Obligation” of any Person means any obligation of such Person pursuant to any
Interest Rate Agreement, Currency Exchange Protection Agreement or any other similar agreement or
arrangement.



“Holder” means the Person in whose name a Note is registered on the Registrar’s books.



“incur” means, with respect to any Debt or other obligation of any Person, to create, issue,
incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in
respect of such Debt or other obligation or the recording, as required pursuant to GAAP or
otherwise, of any such Debt or obligation on the balance sheet of such Person (and “incurrence” and
“incurred” shall have meanings correlative to the foregoing); provided, however, that a change in
GAAP that results in an obligation of such Person that exists at such time, and is not theretofore
classified as Debt, becoming Debt shall not be deemed an incurrence of such Debt; and provided
further, however, that any Debt or other obligations of a Person existing at the time such Person
becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed
to be incurred by such Subsidiary at the time it becomes a Subsidiary.



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



“Independent Appraiser” means any of BIA Financial Network, Inc., Kagan Research, LLC,
Houlihan Lokey Howard & Zukin or any of their respective successors; provided that such Person does
not have any material financial interest in the Company and is not connected with the Company or
any of its Affiliates as an officer, director, employee, promoter, underwriter, partner or person
performing similar functions.



“Independent Financial Advisor” means an investment banking firm of national standing,
provided that such firm is not an Affiliate of the Company.



“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through
a Participant.



“Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that is not also a QIB.



“Intercreditor Agreement” refers to the provisions of the Security Agreement (including,
without limitation, Annex 1 thereof) which relate to (x) the relative rights and obligations of the
holders of Permitted First Priority Obligations, on the one hand, and the holders of Permitted
Second Priority Obligations, on the other hand and (y) the rights and duties of the Collateral
Agent.



“Interest Payment Date” means the stated maturity of an installment of interest on the Notes.



“Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement or other similar agreement designed to protect
against fluctuations in interest rates.



“Investment” by any Person means any direct or indirect loan (other than advances to customers
in the ordinary course of business that are recorded as accounts receivable on the balance sheet of
such Person), advance or other extension of credit or capital contribution (by means of transfers
of cash or other Property to others or payments for Property or services for the account or use of
others, or otherwise) to, or incurrence of a Guarantee of any obligation of, or purchase or
acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt
issued by, any other Person. For purposes of Sections 4.08 and 4.13 and the definition of
“Restricted Payment,” “Investment” shall include the portion (proportionate to the Company’s equity
interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the
Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount
(if positive) equal to




(a) the Company’s “Investment” in such Subsidiary at the time of such redesignation,
less




(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of
the Fair Market Value of the net assets of such Subsidiary at the time of such
redesignation.



In determining the amount of any Investment made by transfer of any Property other than cash,
such Property shall be valued at its Fair Market Value at the time of such Investment.



“Issue Date” means December 30, 2005.



“License Subsidiary” means any wholly owned Domestic Restricted Subsidiary of the Company that
holds any FCC License and that does not have any material liabilities other than with respect to
Debt owed to the Company, Debt in respect of any Subsidiary Guarantee, any Guarantee of Permitted
First Priority Obligations, Refinancing Debt, Qualified Subordinated Debt or pursuant to the
Existing Subordinated Exchange Debentures and Debt in the form of unsecured Guarantees of Debt
incurred pursuant to clause (1) of Section 4.06(a).



“Lien” means, with respect to any Property of any Person, any mortgage or deed of trust,
pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement
(other than any easement not materially impairing usefulness or marketability), encumbrance,
preference, priority or other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional
sale or other title retention agreement having substantially the same economic effect as any of the
foregoing or any Sale and Leaseback Transaction).



“Maturity Date” means January 15, 2013.



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



“NBCU” means NBC Universal Inc.



“Net Available Cash” from any Asset Sale means cash payments received therefrom (including any
cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or otherwise, but only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Debt or other obligations relating to
the Property that is the subject of such Asset Sale or received in any other non-cash form), in
each case net of:




(a) all legal, title and recording tax expenses, commissions and other fees and
expenses incurred, and all Federal, state, provincial, foreign and local taxes required to
be accrued as a liability under GAAP, as a consequence of such Asset Sale;




(b) all payments made on or in respect of any Debt that is secured by a Permitted Lien
on the Property disposed of ranking prior to the Lien securing the Notes or that must, in
accordance with applicable law, be repaid out of the proceeds from such Asset Sale;




(c) all distributions and other payments required to be made to minority interest
holders in Subsidiaries or joint ventures as a result of such Asset Sale; and




(d) the deduction of appropriate amounts provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the Property disposed of in
such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset
Sale.



“Net Loss Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Event of Loss, including, without limitation, insurance
proceeds from condemnation awards or damages awarded by any judgment, net of the direct costs of
recovery of such Net Loss Proceeds (including, without limitation, legal, accounting, appraisal and
insurance adjuster fees and any relocation expenses incurred as a result thereof), amounts required
to be applied to the repayment of Debt secured by a Permitted Lien on the Property subject to such
Event of Loss ranking prior to the Lien securing the Notes (provided, that in case of any Event of
Loss involving Collateral, such Lien constitutes a Permitted Lien that is permitted to be prior to
the Liens granted to the Collateral Agent for the benefit of the holders of the Notes and other
Permitted Second Priority Obligations pursuant to the Security Documents on the Property that was
the subject of such Event of Loss), and any taxes attributable to such Event of Loss paid or
payable as a result thereof.



“93/4% Preferred Stock” means the 93/4% Series A Convertible Preferred Stock, $.001 par value, of
which 15,163 shares are outstanding as of the Issue Date with a stated value of $10,000 per share,
and any additional shares issued as payment of dividends on such shares.



“Non-Guaranteed Amount of Notes” means, at any time, an amount equal to the lesser of (i)
$52.7 million aggregate principal amount of Notes at such time less any principal amount of Notes
repaid by the Company (and not directly by the Subsidiary Guarantors) following the Issue Date, and
(ii) the maximum amount of the Notes at such time that the Subsidiary Guarantors are not permitted
to guarantee under the terms of the Existing Preferred Stock and any Existing Subordinated Exchange
Debentures issued in exchange for such Existing Preferred Stock in accordance with the terms
thereof.



“Non-U.S. Person” means a Person who is not a U.S. Person as defined in Regulation S.



“Notes” has the meaning given such term in the second introductory paragraph hereto, and shall
include, without limitation, any PIK Notes.



“Obligations” means, with respect to any Debt, any principal, premium, if any, interest
(including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization, at the rate specified in the applicable documents governing such Debt, whether or
not a claim for post-filing interest is allowed in such proceeding), penalties, fees,
indemnification, guarantees, reimbursements, damages and other liabilities payable under the
documentation governing such Debt.



“Offering Memorandum” means the Offering Memorandum, dated December 19, 2005, of the Company
relating to the offering of the Notes.



“Officer” means the Chief Executive Officer, the President, the Chief Financial Officer or any
Vice President of the Company or a Subsidiary Guarantor.



“Officers’ Certificate” means with respect to any Person, a certificate signed by two
Officers, at least one of whom shall be the principal executive officer or principal financial
officer of such Person, and delivered to the Trustee.



“Opinion of Counsel” means a written opinion from legal counsel. The counsel may be an
employee of or counsel to the Company.



“Owned Television Stations” means any television stations owned by the Company and the
Subsidiary Guarantors.



“Participant” means, with respect to the Depository, a Person who has an account with the
Depository.



“Permitted Debt” means each of the following:




(a) Debt of (1) the Company evidenced by the Notes and of the Subsidiary Guarantors
evidenced by the Subsidiary Guarantees; (2) the Company evidenced by the First Priority
Notes and of the Subsidiary Guarantors in respect of the Guarantees of the First Priority
Notes and (3) the Company evidenced by the First Priority Term Loans and of the Subsidiary
Guarantors in respect of the Guarantees of the First Priority Term Loans;




(b) Debt in respect of Capital Lease Obligations and Purchase Money Debt, provided
that:




(1) the aggregate principal amount of such Debt does not exceed the Fair Market
Value (on the date of the incurrence thereof) of the Property acquired, constructed
or leased; and




(2) the aggregate principal amount of all Debt incurred and then outstanding
pursuant to this clause (b) (together with all Refinancing Debt incurred and then
outstanding in respect of Debt previously incurred pursuant to this clause (b)) does
not exceed 5% of the Company’s consolidated total assets at the date of incurrence
of Permitted Debt pursuant to this clause (b);




(c) Debt of the Company owing to and held by any Wholly Owned Restricted Subsidiary and
Debt of a Restricted Subsidiary owing to and held by the Company or any Wholly Owned
Restricted Subsidiary; provided that (x) any Debt owed by the Company or any Subsidiary
Guarantor to any Restricted Subsidiary that is not a Subsidiary Guarantor shall be
subordinated to prior payment in full of the Notes and (y) any subsequent issue or transfer
of Capital Stock or other event that results in any such Wholly Owned Restricted Subsidiary
ceasing to be a Wholly Owned Restricted Subsidiary or any subsequent transfer of any such
Debt (except to the Company or a Wholly Owned Restricted Subsidiary) shall be deemed, in
each case, to constitute the incurrence of such Debt by the issuer thereof;




(d) Debt under Interest Rate Agreements entered into by the Company or a Restricted
Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the
financial management of the Company or such Restricted Subsidiary and not for speculative
purposes; provided that the obligations under such agreements are directly related to
payment obligations on Debt otherwise permitted by Section 4.06;




(e) Debt under Currency Exchange Protection Agreements entered into by the Company or a
Restricted Subsidiary for the purpose of limiting currency exchange rate risks directly
related to transactions entered into by the Company or such Restricted Subsidiary in the
ordinary course of business and not for speculative purposes;




(f) Debt in connection with one or more standby letters of credit or performance bonds
issued by the Company or a Restricted Subsidiary in the ordinary course of business or
pursuant to self-insurance obligations and not in connection with the borrowing of money or
the obtaining of advances or credit;




(g) Attributable Debt with respect to Sale and Leaseback Transactions; provided that
the aggregate principal amount outstanding at any one time (together with all Refinancing
Debt incurred and then outstanding in respect of Debt previously incurred pursuant to this
clause (g)) does not exceed $50.0 million;




(h) Debt outstanding on the Issue Date not otherwise described in clauses (a) through
(g) above;




(i) Refinancing Debt incurred in respect of Debt incurred pursuant to clause (1) of
Section 4.06(a) or clause (a), (b), (g), (h), (i) or (k) of this definition; provided that
Refinancing Debt cannot be used to refinance Disqualified Capital Stock pursuant to this
clause (i) unless such Refinancing Debt consists solely of Disqualified Capital Stock that
has a redemption date and requires the payment of current dividends in cash no earlier than,
and does not provide the holder thereof remedies that are in the aggregate materially less
favorable to the Company than, the Disqualified Capital Stock being refinanced;




(j) Debt of the Company or any Restricted Subsidiary under any Receivables Facility not
to exceed $35.0 million at any one time outstanding; and




(k) Qualified Subordinated Debt.



“Permitted First Priority Obligations” means Debt in respect of:




(a) the First Priority Notes and the related Guarantees and the First Priority Term
Loans and the related Guarantees;




(b) any Refinancing Debt in respect of Debt described in the foregoing clause (a) or
this clause (b); and




(c) Interest Rate Agreements permitted by clause (d) of the definition of Permitted
Debt;



provided, that, in the case of clauses (b) and (c) above, a representative of the holders of such
Refinancing Debt or the counterparty to such Interest Rate Agreement has executed a supplement to
the Security Agreement agreeing to be bound by the applicable terms thereof.



“Permitted Holders” means:




(a) collectively Lowell W. Paxson, his spouse, children or other lineal descendants
(whether adoptive or biological), and any revocable or irrevocable inter vivos or
testamentary trust or the probate estate of any such individual, so long as one or more of
the foregoing individuals is the principal beneficiary of such trust or probate estate;




(b) NBCU and its Affiliates;




(c) the Company; and




(d) any Person that is primarily engaged in a media, communications or technology
business; provided that (x) on the date such Person engages in the transaction that would
have otherwise constituted a Change of Control (an “Acquisition Transaction”), such Person
either had (I) consolidated net revenues (in accordance with GAAP) of at least $750.0
million, or Consolidated EBITDA of at least $100.0 million, in each case, for the most
recent period of four fiscal quarters ending prior to such date for which financial
statements are available or (II) voting and non-voting common equity outstanding with an
aggregate market value (determined in accordance with the instructions to General
Instruction I.B.1 to Form S-3 under the Securities Act but without regard to whether any
such shares are held by Affiliates of such Person) of at least $750.0 million, and (y) on
the 30th day following the closing of such Acquisition Transaction (I) the First Priority
Notes shall have a rating of at least B2 from Moody’s and CCC+ from S&P and (II) the Notes
shall have a rating of at least B3 from Moody’s and CCC- from S&P (or if Moody’s or S&P
ceases to rate the First Priority Notes or the Notes for reasons outside of the Company’s
control, the First Priority Notes or the Notes, as applicable, shall have at least the
ratings corresponding to the foregoing ratings from the replacement Rating Agency).



“Permitted Investment” means any Investment by the Company or a Restricted Subsidiary in
existence on the Issue Date, and any Investment after the Issue Date in:




(a) the Company or any Restricted Subsidiary or any Person that will, upon the making
of such Investment, become a Restricted Subsidiary; provided that the primary business of
such Restricted Subsidiary is a Company Business;




(b) any Person if as a result of such Investment such Person is merged or consolidated
with or into, or transfers or conveys all or substantially all its Property to, the Company
or a Restricted Subsidiary; provided that such Person’s primary business is a Company
Business;




(c) Temporary Cash Investments;




(d) receivables owing to the Company or a Restricted Subsidiary, if created or acquired
in the ordinary course of business and payable or dischargeable in accordance with customary
trade terms; provided, however, that such trade terms may include such concessionary trade
terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;




(e) payroll, travel and similar advances to cover matters that are expected at the time
of such advances ultimately to be treated as expenses for accounting purposes and that are
made in the ordinary course of business;




(f) loans and advances to employees made in the ordinary course of business consistent
with past practices of the Company or such Restricted Subsidiary, as the case may be,
provided that such loans and advances do not exceed $1.0 million to any one employee and
$5.0 million in the aggregate at any one time outstanding;




(g) stock, obligations or other securities received in settlement of debts created in
the ordinary course of business and owing to the Company or a Restricted Subsidiary or in
satisfaction of judgments;




(h) any Person to the extent such Investment represents the non-cash portion of the
consideration received in connection with an Asset Sale consummated in compliance with
Section 4.10 and Section 4.12, as applicable;




(i) Investments in connection with time brokerage and other similar agreements with
independently owned broadcast properties, not to exceed an aggregate of $25.0 million
outstanding at any one time;




(j) Investments primarily for the purpose of acquiring programming, not to exceed an
aggregate of $25.0 million outstanding at any one time;




(k) any transaction where the consideration provided by the Company or any Restricted
Subsidiary in connection with such Investment consists solely or principally of broadcast
air time, not to exceed an aggregate of $5.0 million in any one year;




(l) other Investments that do not exceed $75.0 million outstanding at any one time in
the aggregate; provided, however, that such Investments are related to a Company Business;
and




(m) Investments relating to any special purpose wholly-owned Subsidiary of the Company
organized in connection with a Receivables Facility that, in the good faith determination of
the Board of Directors of the Company, are necessary or advisable to effect such Receivables
Facility.



For purposes of determining the amount of an Investment under clauses (i) through (l), the
amount of the Investment shall be the Fair Market Value thereof as measured at the time made and
without giving effect to subsequent changes in value.



“Permitted Liens” means:




(a) Liens to secure all Obligations in respect of Capital Lease Obligations and
Purchase Money Debt permitted to be incurred under clause (1) of Section 4.06(a) or
described in clause (b) of the definition of “Permitted Debt”; provided that any such Lien
may not extend to any Property of the Company or any Restricted Subsidiary other than the
Property acquired, constructed or leased with the proceeds of such Debt and any improvements
or accessions to such Property;




(b) Liens for taxes, assessments or governmental charges or levies on the Property of
the Company or any Restricted Subsidiary if the same shall not at the time be delinquent or
thereafter can be paid without penalty, or are being contested in good faith and by
appropriate proceedings promptly instituted and diligently concluded; provided that any
reserve or other appropriate provision that shall be required in conformity with GAAP shall
have been made therefor;




(c) Liens imposed by law, such as landlords’, carriers’, warehousemen’s and mechanics’
Liens and other similar Liens, on the Property of the Company or any Restricted Subsidiary
arising in the ordinary course of business and securing payment of obligations that are not
more than 60 days past due or are being contested in good faith and by appropriate
proceedings;




(d) Liens on the Property of the Company or any Restricted Subsidiary incurred in the
ordinary course of business to secure performance of obligations with respect to statutory
or regulatory requirements, performance or return-of-money bonds, surety bonds or other
obligations of a like nature and incurred in a manner consistent with industry practice, in
each case which are not incurred in connection with the borrowing of money, the obtaining of
advances or credit or the payment of the deferred purchase price of Property and which do
not in the aggregate impair in any material respect the use of Property in the operation of
the business of the Company and the Restricted Subsidiaries taken as a whole;




(e) Liens on Property at the time the Company or any Restricted Subsidiary acquired
such Property, including any acquisition by means of a merger or consolidation with or into
the Company or any Restricted Subsidiary; provided, however, that any such Lien may not
extend to any other Property of the Company or any Restricted Subsidiary; provided further,
however, that such Liens shall not have been incurred in anticipation of or in connection
with the transaction or series of transactions pursuant to which such Property was acquired
by the Company or any Restricted Subsidiary;




(f) Liens on the Property of a Person at the time such Person becomes a Restricted
Subsidiary (and not to any after-acquired property of such Person); provided that any such
Lien may not extend to any other Property of the Company or any other Restricted Subsidiary
that is not a direct Subsidiary of such Person; provided further, however, that any such
Lien was not incurred in anticipation of or in connection with the transaction or series of
transactions pursuant to which such Person became a Restricted Subsidiary;




(g) pledges or deposits by the Company or any Restricted Subsidiary under workmen’s
compensation laws, unemployment insurance laws or similar legislation, or good faith
deposits in connection with bids, tenders, sales, contracts (other than for the payment of
Debt), acquisition agreements entered into in compliance with the Indenture or leases to
which the Company or any Restricted Subsidiary is party, or deposits to secure public or
statutory obligations of the Company, or deposits for the payment of rent, in each case
incurred in the ordinary course of business;




(h) utility easements, building restrictions and such other encumbrances or charges
against real Property as are of a nature generally existing with respect to properties of a
similar character;




(i) Liens existing on the Issue Date not otherwise described in clauses (a) through (h)
above or clauses (l) or (m) below to the extent disclosed on Schedule 9(b) to the Security
Agreement;




(j) Liens on the Property of the Company or any Restricted Subsidiary to secure any
Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (a),
(e), (f), or (i) above; provided, however, that any such Lien shall be limited to all or
part of the same Property that secured the original Lien (together with improvements and
accessions to such Property) and the aggregate principal amount of Debt that is secured by
such Lien shall not be increased to an amount greater than the sum of:




(1) the outstanding principal amount, or, if greater, the committed amount, of
the Debt secured by Liens described under clause (a), (e), (f), or (i) above, as the
case may be, at the time the original Lien became a Permitted Lien under this
Indenture; and




(2) an amount necessary to pay any fees and expenses, including premiums and
defeasance costs, incurred by the Company or such Restricted Subsidiary in
connection with such Refinancing;




(k) Liens on the Collateral securing Permitted First Priority Obligations and Permitted
Second Priority Obligations;




(l) encumbrances arising under leases or subleases of real property which do not in the
aggregate materially detract from the value of such real property or materially interfere
with the ordinary conduct of the business conducted and proposed to be conducted at such
real property; and




(m) financing statements of a lessor’s rights in and to property leased to such Person
relating to leases permitted by this Indenture.



“Permitted Second Priority Obligations” means the Notes, the Subsidiary Guarantees and any
Refinancing Debt with respect thereto (including successive refinancings).



“Person” means any individual, corporation, company (including any limited liability company),
association, partnership, joint venture, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.



“PIK Interest” has the meaning specified in Exhibit A of this Indenture.



“PIK Notes” has the meaning specified in Exhibit A of this Indenture.



“Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the
holder thereof to a preference with respect to the payment of dividends, or as to the distribution
of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares
of any other class of Capital Stock issued by such Person.



“Principal Stations” means any Owned Television Station serving the New York, Los Angeles or
Chicago designated market areas; provided, however, that the following shall not constitute
“Principal Stations”: (i) low power television station WPXO-LP, East Orange, New Jersey
(rebroadcasting WPXN-TV); (ii) low power television station WPXU-LP, Amityville, New York
(rebroadcasting WPXN-TV); and (iii) any other television station acquired subsequent to the Issue
Date that constitutes a low power television station under Sections 74.701 though 74.763,
inclusive, of the rules of the FCC (47 CFR 74.701 through 74.763).



“Property” means, with respect to any Person, any interest of such Person in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible, including Capital
Stock in, and other securities of, any other Person. For purposes of any calculation required
pursuant to this Indenture, the value of any Property shall be its Fair Market Value.



“Purchase Money Debt” means Debt:




(a) consisting of the deferred purchase price of property, conditional sale
obligations, obligations under any title retention agreement, other purchase money
obligations and obligations in respect of industrial revenue bonds; and




(b) incurred to finance the acquisition, construction or lease by the Company or a
Restricted Subsidiary of such Property, including additions and improvements thereto;



in each case including the reasonable fees and expenses incurred in connection therewith; provided,
however, that such Debt is incurred within 180 days after the acquisition, construction or lease of
such Property by the Company or such Restricted Subsidiary.



“QIB” means a “qualified institutional buyer” as defined in Rule 144A.



“Qualified Subordinated Debt” means Debt constituting Subordinated Obligations of the type
described in clause (i) of the definition of Subordinated Obligations if the following conditions
are met:




(1) the Stated Maturity of such Debt is at least 91 days after the Stated Maturity of
the Notes;




(2) the aggregate principal amount (or if incurred with original issue discount, the
aggregate accreted value at issuance) of all such Qualified Subordinated Debt of the Company
and its Restricted Subsidiaries (together with any Refinancing Debt in respect thereof)
shall not exceed $650.0 million at any time outstanding; and




(3) if any such Debt is guaranteed by the Subsidiary Guarantors at a time when the
aggregate principal amount of the Notes exceeds the Guaranteed Amount of Notes, the holders
of such Debt have agreed in writing that, in the event such holders receive any amount from
an enforcement of any such guarantee prior to the repayment in full of all amounts due in
respect of the Notes, the holders of such Debt will turn over to the Trustee for application
to the payment of the Permitted Second Priority Obligations in accordance with the
Intercreditor Agreement such amount from the enforcement of any such guarantee as may be
necessary to ensure payment in full of all Permitted Second Priority Obligations.



“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the
Notes for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the
Company as a replacement agency for Moody’s or S&P, as the case may be.



“Receivable Fees” means distributions or payments made directly or by means of discounts with
respect to any participation interests issued or sold, and other fees paid to a Person that is not
a Restricted Subsidiary, in connection with any Receivables Facility.



“Receivables Facility” means one or more receivables financing facilities, as amended from
time to time, pursuant to which the Company or any of its Restricted Subsidiaries sells its
accounts receivable to a Person that is not a Restricted Subsidiary.



“Redemption Date” means any date on which Notes are to be redeemed pursuant to paragraph 5 of
the Notes.



“Refinance” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay,
repurchase, redeem, defease or retire, or to issue other Debt in exchange or replacement for, such
Debt. “Refinanced” and “Refinancing” shall have correlative meanings.



“Refinancing Debt” means any Debt that Refinances any other Debt, including any successive
Refinancings, so long as:




(a) such Debt is in an aggregate principal amount (or if incurred with original issue
discount, an aggregate issue price) not in excess of the sum of




(1) the aggregate principal amount then outstanding (or if incurred with
original issue discount, the aggregate accreted value at the date of such
Refinancing) of the Debt being Refinanced and




(2) an amount necessary to pay any fees and expenses, including premiums and
defeasance costs, related to such Refinancing;




(b) the Average Life of such Debt is equal to or greater than the Average Life of the
Debt being Refinanced;




(c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt
being Refinanced;




(d) with respect to Debt that is being Refinanced that is subordinate to the Notes or
the Subsidiary Guarantees, such Refinancing Debt shall be subordinate to the Notes or the
Subsidiary Guarantees at least to the same extent and in the same manner as the Debt being
Refinanced; and




(e) if the Debt being refinanced constitutes Subordinated Obligations then the Debt
Refinancing such Subordinated Obligations shall constitute Subordinated Obligations;



provided, however, that Refinancing Debt shall not include:




(x) Debt of a Subsidiary that is not a Subsidiary Guarantor that Refinances
Debt of the Company or a Subsidiary Guarantor (other than Permitted Second Priority
Obligations and Refinancing Debt in respect thereof);




(y) Debt of the Company or a Restricted Subsidiary that Refinances Debt of an
Unrestricted Subsidiary; or




(z) if at the time such Refinancing Debt is incurred the aggregate principal
amount of the Notes exceeds the Guaranteed Amount of Notes, any Debt (other than
Permitted First Priority Obligations or additional Permitted Second Priority
Obligations) of a Subsidiary Guarantor unless the holders of such Debt have agreed
(pursuant to the terms of the Intercreditor Agreement or otherwise) that, in the
event such holders receive any amount from an enforcement of such Debt against a
Subsidiary Guarantor prior to the repayment in full of all amounts due in respect of
the Permitted Second Priority Obligations, the holders of such Debt will turn over
to the Trustee for application to the payment of the Permitted Second Priority
Obligations in accordance with the Intercreditor Agreement such amount from the
enforcement of such Debt against such Subsidiary Guarantor as may be necessary to
ensure payment in full of all Permitted Second Priority Obligations.



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



“Regulation S Global Note” means the Global Note representing the Notes offered and sold
outside the United States in reliance on Regulation S.



“Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease
or otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative meanings.



“Responsible Officer” when used with respect to the Trustee or the Collateral Agent, as the
case may be, means any officer within the corporate trust department of such Person (or any
successor group of such Person) or any other officer of such Person customarily performing
functions similar to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture or the Security Agreement.



“Restricted Definitive Note” means a Definitive Note bearing the Restricted Notes Legend.



“Restricted Global Note” means a Global Note bearing the Restricted Notes Legend.



“Restricted License Subsidiary” means Paxson Communications License Company, LLC.



“Restricted License Subsidiary Coverage Ratio” means, as of any Station Value Coverage Ratio
Determination Date, the ratio of (x) the aggregate Station Value of Owned Television Stations
operating under FCC Licenses owned by the Restricted License Subsidiary at such time to (y) the
Non-Guaranteed Amount of Notes then outstanding.



“Restricted Notes Legend” means the legend set forth in Section 2.06(g)(i) to be placed on all
Notes issued under this Indenture except where otherwise permitted by the provisions of this
Indenture.



“Restricted Payment” means:




(a) any dividend or distribution (whether made in cash, securities or other Property)
declared or paid on or with respect to any shares of Capital Stock of the Company or any
Restricted Subsidiary (including any payment in connection with any merger or consolidation
with or into the Company or any Restricted Subsidiary), except for any dividend or
distribution that is made solely to the Company or a Restricted Subsidiary (and, if such
Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders
of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt
by the Company or a Restricted Subsidiary of dividends or distributions of greater value
than it would receive on a pro rata basis) or any dividend or distribution payable (x)
solely in shares of Capital Stock (other than Disqualified Capital Stock) of the Company or
(y) in the form of shares of Series B Preferred Stock returned to the Company for
distribution to the Company’s stockholders pursuant to agreements of the Company existing on
the Issue Date and described in the Offering Memorandum;




(b) the purchase, repurchase, redemption, acquisition or retirement for value of any
Capital Stock of the Company or any Restricted Subsidiary (other than from the Company or a
Restricted Subsidiary) or any securities exchangeable for or convertible into any such
Capital Stock, including the exercise of any option to exchange any Capital Stock (other
than for or into Capital Stock of the Company that is not Disqualified Capital Stock), but
excluding the conversion of any Capital Stock, Debt or other securities of the Company into
Capital Stock of the Company (other than Disqualified Capital Stock);




(c) the purchase, repurchase, redemption, acquisition or retirement for value of any
Subordinated Obligations; or




(d) any Investment (other than Permitted Investments) in any Person.



“Restricted Period” means the 40 consecutive days beginning on and including the later of (i)
the commencement of the offering of the Notes to persons other than distributors (as defined in
Regulation S) in reliance on Regulation S and (ii) the date of the original issuance of the Notes.



“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted
Subsidiary.



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



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



“Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.



“Rule 903” means Rule 903 promulgated under the Securities Act.



“Rule 904” means Rule 904 promulgated under the Securities Act.



“S&P” means Standard & Poor’s Ratings Service or any successor to the rating agency business
thereof.



“Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property
now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such
Property to another Person and the Company or a Restricted Subsidiary leases it from such Person.



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



“Security Agreement” means that Pledge and Security Agreement, dated as of the Issue Date, by
and among the Company, the Subsidiary Guarantors and The Bank of New York Trust Company, NA, as
Collateral Agent, as Trustee under this Indenture, and as trustee under the First Priority
Indenture, and Citicorp North America, Inc., as First Priority Administrative Agent, as amended,
restated or supplemented from time to time.



“Security Documents” means, collectively, the Security Agreement and all other mortgages,
deeds of trust, pledge agreements, collateral assignments, security agreements, fiduciary
transfers, debentures or other instruments evidencing or creating any security interests in favor
of the Collateral Agent for the benefit of Holders of the Notes.



“Series B Preferred Stock” means the 11% Series B Convertible Exchangeable Preferred Stock,
$.001 par value, of which 60,607 shares are outstanding as of the Issue Date with a stated value of
$10,000 per share.



“Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the
Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission.



“Stated Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the payment of principal of such security is due and payable, including
pursuant to any mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has occurred).



“Station Appraisal” means a written appraisal (substantially on the basis set forth in the
“Fair Market Valuation of Paxson Communications Corporation’s owned or operated television stations
as of December 1, 2005” prepared by BIA Financial Network, Inc.) of the Fair Market Value of Owned
Television Stations as of a recent date (which in any event shall be no more than 90 days prior to
the date of delivery thereof) conducted by an Independent Appraiser.



“Station Value” means, as of any Station Value Coverage Ratio Determination Date, an amount,
as calculated in good faith by the principal financial officer of the Company and as set forth in
reasonable detail in an Officers’ Certificate delivered to the Trustee, equal to (x) the aggregate
Fair Market Value, as set forth in the most recently delivered Station Appraisal (or, if no Station
Appraisal has been delivered pursuant to Section 4.20, the aggregate value of Owned Television
Stations set forth in Table 2 of the “Fair Market Valuation of Paxson Communications Corporation’s
owned or operated television stations as of December 1, 2005” prepared by BIA Financial Network,
Inc.), of Owned Television Stations plus (y) the Fair Market Value of any property constituting, or
used in the operation of, an Owned Television Station that has been acquired by the Company or the
Restricted Subsidiaries following the date of such Station Appraisal, but only to the extent that
(i) such property has, to the extent required by the Security Agreement, been made subject to the
Lien of the Security Documents and (ii) the Trustee has received from an Independent Appraiser a
report as to the Fair Market Value thereof, less (z) any reduction in the aggregate Fair Market
Value of Owned Television Stations as set forth in the most recently delivered Station Appraisal
(or, if no Station Appraisal has been delivered pursuant to Section 4.20 the aggregate value of
Owned Television Stations set forth in Table 2 of “Fair Market Valuation of Paxson Communications
Corporation’s owned or operated television stations as of December 1, 2005” prepared by BIA
Financial Network, Inc.) occurring following the date of such Station Appraisal as a result of any
Asset Sale or Event of Loss.



“Station Value Coverage Ratio” means the ratio of (x) the Station Value on any Station Value
Coverage Ratio Determination Date to (y) the aggregate principal amount or accreted value of
Permitted First Priority Obligations (other than under Interest Rate Agreements) and Permitted
Second Priority Obligations (but excluding any PIK Notes issued in respect of the Company’s
interest payment obligations under this Indenture) outstanding on such Station Value Coverage Ratio
Determination Date.



“Station Value Coverage Ratio Determination Date” means the Business Day immediately preceding
each date on which any event occurs that gives rise to a need to determine the Station Value
Coverage Ratio.



“Subordinated Obligation” means any Debt of the Company or any Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter incurred) that is subordinate or junior in right of
payment (other than solely as a result of being unsecured or secured by junior liens) to the Notes
or the applicable Subsidiary Guarantee pursuant to a written agreement to that effect or otherwise
pursuant to the terms of such Debt.



“Subsidiary” means, in respect of any Person, any corporation, company (including any limited
liability company), association, partnership, joint venture or other business entity of which a
majority of the total voting power of the Voting Stock is at the time owned or controlled, directly
or indirectly, by:




(a) such Person;




(b) such Person and one or more Subsidiaries of such Person; or




(c) one or more Subsidiaries of such Person.



“Subsidiary Guarantee” means a Guarantee on the terms set forth in Article 10 by a Subsidiary
Guarantor of the Company’s obligations with respect to the Guaranteed Amount of Notes.



“Subsidiary Guarantor” means each Domestic Restricted Subsidiary and any other Person that is
a Subsidiary Guarantor on the Issue Date or that becomes a Subsidiary Guarantor pursuant to Section
4.14.



“Temporary Cash Investments” means any of the following:




(a) Investments in U.S. Government Obligations maturing within 365 days of the date of
acquisition thereof;




(b) Investments in time deposit accounts, certificates of deposit and money market
deposits maturing within 90 days of the date of acquisition thereof issued by a bank or
trust company organized under the laws of the United States of America or any state thereof
having capital, surplus and undivided profits aggregating in excess of $500.0 million and
whose long-term debt is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such
similar equivalent rating by at least one “nationally recognized statistical rating
organization” (as defined in Rule 436 under the Securities Act));




(c) repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (a) entered into with




(1) a bank meeting the qualifications described in clause (b) above or




(2) any primary government securities dealer reporting to the Market Reports
Division of the Federal Reserve Bank of New York;




(d) Investments in commercial paper, maturing not more than 90 days after the date of
acquisition, issued by a corporation (other than an Affiliate of the Company) organized and
in existence under the laws of the United States of America with a rating at the time as of
which any Investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or
higher) according to S&P (or such similar equivalent rating by at least one “nationally
recognized statistical rating organization” (as defined in Rule 436 under the Securities
Act)); and




(e) direct obligations (or certificates representing an ownership interest in such
obligations) of any state of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of such state is
pledged and which are not callable or redeemable at the issuer’s option, provided that




(1) the long-term debt of such state is rated “A-3” or “A-” or higher according
to Moody’s or S&P (or such similar equivalent rating by at least one “nationally
recognized statistical rating organization” (as defined in Rule 436 under the
Securities Act)) and




(2) such obligations mature within 180 days of the date of acquisition thereof.



“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the
date of this Indenture.



“Trustee” means the party named as such in this Indenture until a successor replaces it
pursuant to this Indenture and thereafter means the successor.



“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not
required to bear the Restricted Notes Legend.



“Unrestricted Global Note” means a permanent global Note substantially in the form of Exhibit
A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of
Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depository, representing a series of Notes that do not bear the
Restricted Notes Legend.



“Unrestricted Subsidiary” means:




(a) any Subsidiary of the Company that is designated after the Issue Date as an
Unrestricted Subsidiary as permitted or required pursuant to Section 4.13 and is not
thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and




(b) any Subsidiary of an Unrestricted Subsidiary.



“U.S. Government Obligations” means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the issuer’s option.



“Voting Stock” of any Person means all classes of Capital Stock or other interests (including
partnership interests) of such Person then outstanding and normally entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.



“Wholly Owned Restricted Subsidiary” means, at any time, a Restricted Subsidiary all of the
Voting Stock of which (except directors’ qualifying shares) is at such time owned, directly or
indirectly, by the Company or one or more Wholly Owned Subsidiaries of the Company.




	 	 	 	Section 1.02. Other Definitions.





The definitions of the following terms may be found in the sections indicated as follows:



	 	 	 	 	 
	Term	 	Defined in Section
	“Affiliate Transaction”
	 	 	4.11	 
	“Authentication Order”
	 	 	2.02	 
	“Bankruptcy Law”
	 	 	6.01	 
	“Business Day”
	 	 	12.07	 
	“Change of Control Offer”
	 	 	4.18	 
	“Change of Control Purchase Price”
	 	 	4.18	 
	“Covenant Defeasance”
	 	 	9.03	 
	“Coverage Ratio Prepayment Offer”
	 	 	4.21	 
	“Custodian”
	 	 	6.01	 
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Event of Loss Offer”
	 	 	4.23	 
	“Excess Loss Proceeds”
	 	 	4.23	 
	“Excess Proceeds”
	 	 	4.10	 
	“IAI Global Note”
	 	 	2.01	 
	“Legal Defeasance”
	 	 	9.02	 
	“Legal Holiday”
	 	 	12.07	 
	“Paying Agent”
	 	 	2.03	 
	“Prepayment Offer”
	 	 	4.10	 
	“Principal Station Prepayment Offer”
	 	 	4.12	 
	“Registrar”
	 	 	2.03	 
	“Reinvestment Date”
	 	 	4.09	 
	“Subject Property”
	 	 	4.23	 
	“Surviving Person”
	 	 	5.01	 
	“Test Date”
	 	 	4.21	 







	 	 	 	Section 1.03. Incorporation by Reference of Trust Indenture Act.





Whenever this Indenture refers to a provision of the TIA, the portion of such provision
referred to is incorporated by reference in and made a part of this Indenture. The following TIA
terms used in this Indenture have the following meanings:



“indenture securities” means the Notes.



“indenture securityholder” means a Holder.



“indenture to be qualified” means this Indenture (it being understood that this Indenture
shall not be qualified under the TIA).



“indenture trustee” or “institutional trustee” means the Trustee.



“obligor on the indenture securities” means the Company, the Subsidiary Guarantors or any
other obligor on the Notes.



All other terms used in this Indenture that are defined by the TIA, defined in the TIA by
reference to another statute or defined by Commission rule have the meanings therein assigned to
them.




	 	 	 	Section 1.04. Rules of Construction.





Unless the context otherwise requires:




(1) a term has the meaning assigned to it herein, whether defined expressly or by
reference;




(2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




(3) “or” is not exclusive;




(4) words in the singular include the plural, and in the plural include the singular;
and




(5) words used herein implying any gender shall apply to every gender.



ARTICLE 2




THE NOTES





	 	 	 	Section 2.01. Form and Dating.





(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A hereto. The Notes will be (i) offered and sold by the Company pursuant to
the Purchase Agreement dated December 19, 2005 and (ii) distributed initially only to QIBs in
reliance on Rule 144A and to Non-U.S. Persons in reliance on Rule 903. Such Notes may thereafter
be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, as set forth
below, Institutional Accredited Investors in accordance with Rule 501. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall
be dated the date of its authentication. The Notes shall be in denominations of $1,000 and
integral multiples thereof, subject to the issuance of certificated PIK Notes as provided in
Exhibit A.



The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to
the extent any provision of any Note conflicts with the express provisions of this Indenture, the
provisions of this Indenture shall govern and be controlling.



(b) Global Notes. The Notes issued in global form, without interest coupons, shall be
substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).




(i) The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued
initially in the form of one or more 144A Global Notes, which shall be deposited with, or on
behalf of, DTC, or will remain in the custody of the Trustee, as custodian, pursuant to an
agreement between DTC and the Trustee.




(ii) The Notes offered and sold in reliance on Regulation S shall be issued initially
in the form of one or more Regulation S Global Notes, which shall be deposited with, or on
behalf of, the Trustee as custodian for DTC.




(iii) In connection with the resale of Notes to an Institutional Accredited Investor,
beneficial interests in any of the Global Notes may be exchanged for interests in a separate
note in registered form, without interest coupons (the “IAI Global Note”), which will be
deposited with, or on behalf of, a custodian for DTC as described in (i) and (ii) above.




(iv) Unrestricted Global Notes shall be issued in accordance with Sections 2.06(b)(vi),
2.06(d)(ii) and 2.06(d)(iii) and shall be deposited, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.




(v) Notes issued in definitive form shall be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the “Schedule of
Exchanges of Interests in the Global Note” attached thereto).



Each Global Note shall represent such of the outstanding Notes as shall be specified therein
and each shall provide that it shall represent the aggregate principal amount of outstanding Notes
from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase
or decrease in the aggregate principal amount of outstanding Notes represented thereby (including
as a result of the payment of PIK Interest) shall be made by the Trustee or other custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.




	 	 	 	Section 2.02. Execution and Authentication.





The Notes shall be executed on behalf of the Company by two Officers of the Company or an
Officer and an Assistant Secretary of the Company. Such signature may be either manual or
facsimile.



If an Officer whose signature is on a Note no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.



A Note shall not be valid until the Trustee manually signs the certificate of authentication
on the Note. Such signature shall be conclusive evidence that the Note has been authenticated
under this Indenture.



The Trustee or an authenticating agent shall authenticate Notes for original issue on the
Issue Date in the aggregate principal amount of up to $405,000,000 upon a Company Request. The
Company shall not issue any additional Notes following the Issue Date other than (i) pursuant to
Section 2.07 hereof and (ii) PIK Notes issued in connection with the payment of PIK Interest. On
any Interest Payment Date on which the Company pays PIK Interest with respect to a Global Note, the
Trustee shall increase the principal amount of such Global Note by an amount equal to the interest
payable, rounded up to the nearest $1,000, for the relevant Interest Period on the principal amount
of such Global Note as of the relevant Record Date for such Interest Payment Date, to the credit of
the Holders on such record date, pro rata in accordance with their interests, and an adjustment
shall be made on the books and records of the Trustee (if it is then the custodian for such Global
Note) with respect to such Global Note, by the Trustee or the custodian, to reflect such increase
and any such increase resulting from the payment of PIK Interest shall be deemed to be an
authentication for all purposes of this Agreement. The Notes together with any additional Notes
issued as PIK Notes shall be treated as a single class for all purposes under this Indenture,
including waivers, amendments, redemptions and offers to purchase.



The Trustee may appoint an authenticating agent to authenticate Notes. 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 right as an Agent to deal with the Company or an Affiliate.



The Trustee shall have the right to decline to authenticate and deliver any Notes under this
Section if the Trustee, being advised by counsel, determines that such action may not lawfully be
taken or if the Trustee in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.




	 	 	 	Section 2.03. Registrar, Paying Agent and Calculation Agent.





The Company shall maintain an office or agency where Notes may be presented for registration
of transfer or for exchange (“Registrar”), an office or agency located in the Borough of Manhattan,
The City of New York, State of New York where Notes may be presented for payment (“Paying Agent”)
and an office or agency where notices and demands to or upon the Company in respect of the Notes
and this Indenture may be served. The Registrar shall keep a register of the Notes and of their
transfer and exchange. The Company may have one or more co-registrars and one or more additional
paying agents. Neither the Company nor any Affiliate may act as Paying Agent. The Company may
change any Paying Agent, Registrar or co-registrar without notice to any Holder. In addition, the
Company shall appoint a Calculation Agent to determine the interest rate on the Notes as provided
in paragraph 1 of the Notes. Neither the Company nor any Affiliate of the Company may act as
Calculation Agent.



The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent
or Calculation Agent not a party to this Indenture. The agreement shall implement the provisions
of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and
address of any such Agent. If the Company fails to maintain a Registrar, Paying Agent or
Calculation Agent, or agent for service of notices and demands, or fails to give the foregoing
notice, the Trustee shall act as such. The Company initially appoints the Trustee as Registrar,
Paying Agent, Calculation Agent and agent for service of notices and demands in connection with the
Notes.




	 	 	 	Section 2.04. Paying Agent to Hold Money in Trust.





On or before each due date of the principal of and interest on any Notes, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal and interest so becoming due.
The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and
the Trustee may at any time during the continuance of any Payment Default, upon written request to
a Paying Agent, require such Paying Agent to forthwith pay to the Trustee all sums so held in trust
by such Paying Agent together with a complete accounting of such sums. Upon doing so, the Paying
Agent shall have no further liability for the money.




	 	 	 	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 all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven 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
of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA
§ 312(a).




	 	 	 	Section 2.06. Transfer and Exchange.





(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole
except by the Depository to a nominee of the Depository, by a nominee of the Depository to the
Depository or to another nominee of the Depository, or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository. All Global Notes will be exchanged
by the Company for Definitive Notes if (i) the Company delivers to the Trustee notice from the
Depository that it is unwilling or unable to continue to act as Depository or that it ceases to be
a clearing agency registered under the Exchange Act and, in either case, a successor Depository is
not appointed by the Company within 90 days after the date of such notice from the Depository or of
such cessation, or (ii) an Event of Default has occurred or is continuing and the Registrar has
received a request from the Depository to issue Definitive Notes. Upon the occurrence of any of
the preceding events in clauses (i) or (ii) above, Definitive Notes shall be issued in such names
as the Depository shall instruct the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in Sections 2.07 and 2.09 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this
Section 2.06 or Section 2.07 or 2.09 hereof, shall be authenticated and delivered in the form of,
and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a); however, beneficial interests in a Global Note may be transferred
and exchanged as provided in Section 2.06(b) or (c) hereof.



(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes shall be effected through the Depository, in
accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with subparagraphs (i) through (v)
below, as applicable, as well as one or more of the other following subparagraphs, as applicable:




(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Restricted Notes Legend. Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note. No written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers described in this
Section 2.06(b)(i).




(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the
Registrar either (A)(1) a written order from a Participant or an Indirect Participant given
to the Depository in accordance with the Applicable Procedures directing the Depository to
credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given
in accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B)(1) a written order from a
Participant or an Indirect Participant given to the Depository in accordance with the
Applicable Procedures directing the Depository to cause to be issued a Definitive Note in an
amount equal to the beneficial interest to be transferred or exchanged and (2) instructions
given by the Depository to the Registrar containing information regarding the Person in
whose name such Definitive Note shall be registered to effect the transfer or exchange
referred to in (1) above. Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Notes contained in this Indenture and the Notes
or otherwise applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. Transfers by an
owner of a beneficial interest in the Rule 144A Global or the IAI Global Note to a
transferee who takes delivery of such interest through the Regulation S Global Note, whether
before or after the expiration of the Restricted Period, shall be made only upon receipt by
the Trustee of a certification from the transferor to the effect that such transfer is being
made in accordance with Regulation S or (if available) Rule 144 under the Securities Act.
In the case of a transfer of a beneficial interest in either the Regulation S Global Note or
the Rule 144A Global Note for an interest in the IAI Global Note, the transferee must
furnish to the Trustee a signed letter substantially in the form of Exhibit D.




(iii) Restrictions on Transfer of Regulation S Global Note.




(A) Prior to the expiration of the Restricted Period, transfers by an owner of a
beneficial interest in the Regulation S Global Note to a transferee who takes delivery of
such interest through the Rule 144A Global Note or the IAI Global Note shall be made only in
accordance with Applicable Procedures and upon receipt by the Trustee of a written
certification from the transferor of the beneficial interest in the form provided by Exhibit
B or as otherwise provided by the Company in accordance with applicable law to the effect
that such transfer is being made to (i) a person whom the transferor reasonably believes is
a QIB within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A
or (ii) an IAI purchasing for its own account, or for the account of such an IAI, in a
minimum principal amount of the Notes of $250,000. Such written certification shall not be
required after the expiration of the Restricted Period. In the case of a transfer of a
beneficial interest in the Regulation S Global Note for an interest in the IAI Global Note,
the transferee must furnish to the Trustee a signed letter substantially in the form of
Exhibit D.




(B) Upon the expiration of the Restricted Period, beneficial ownership interests in the
Regulation S Global Note shall be transferable in accordance with applicable law and the
other terms of this Indenture




(iv) Other Transfer of Beneficial Interests to Another Restricted Global Note. A
beneficial interest in any Restricted Global Note may be transferred to a Person who takes
delivery thereof in the form of a beneficial interest in another Restricted Global Note if
the transfer complies with the requirements of Section 2.06(b)(ii) above and the transferor
delivers a certificate in the form of Exhibit B hereto.




(v) Transfer and Exchange of Beneficial Interests in Global Notes to Definitive Notes.
In the event that a Global Note is exchanged for Restricted Definitive Notes in accordance
with the terms of this Indenture, such Notes may be exchanged only in accordance with such
procedures as are substantially consistent with the provisions of Sections 2.06(c), (d) and
(e) (including the certification requirements set forth therein intended to ensure that such
transfers comply with Rule 144A, Regulation S or such other applicable exemption from
registration under the Securities Act, as the case may be) and such other procedures as may
from time to time be adopted by the Company reasonably necessary to comply with applicable
law.




(vi) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer
complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the
following:




(1) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(a) thereof; or




(2) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;




and if the Company or the Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Restricted Notes Legend are no longer required in order
to maintain compliance with the Securities Act.



If any such transfer is effected at a time when an Unrestricted Global Note has not yet been
issued, the Company shall issue and, upon receipt of a Company Request in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the aggregate principal amount of beneficial interests so transferred.



Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.



(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.



(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any
holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial
interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the
Registrar of the following documentation:




(A) if the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a certificate from such
holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;




(B) if such beneficial interest is being transferred to a QIB in accordance with Rule
144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof;




(C) if such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction and in accordance with Rule 903 or Rule 904 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (2) thereof;




(D) if such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144 under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;




(E) if such beneficial interest is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the Securities
Act other than those listed in subparagraphs (B) through (D) above, a certificate to the
effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion
of Counsel required by item (3)(d) thereof, if applicable;




(F) if such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(b) thereof; or




(G) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(c) thereof,



the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depository and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Restricted
Notes Legend and shall be subject to all restrictions on transfer contained therein.



(ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A
holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest
for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the
following:




(1) if the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Definitive Note that does not bear the Restricted
Notes Legend, a certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or




(2) if the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in the form of
a Definitive Note that does not bear the Restricted Notes Legend, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;



and if the Company or the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Restricted Notes Legend are no longer required in order to maintain
compliance with the Securities Act.



(iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If
any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such
beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions
set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of
the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the Person designated in
the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be registered in
such name or names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the Depository and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the Restricted Notes
Legend.



(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.



(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any
Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in
a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation:




(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for
a beneficial interest in a Restricted Global Note, a certificate from such Holder in the
form of Exhibit C hereto, including the certifications in item (2)(b) thereof;




(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with
Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;




(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction and in accordance with Rule 903 or Rule 904 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (2) thereof;




(D) if such Restricted Definitive Note is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule 144 under
the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;




(E) if such Restricted Definitive Note is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate
to the effect set forth in Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3)(d) thereof, if applicable;




(F) if such Restricted Definitive Note is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(b) thereof; or




(G) if such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(c) thereof,



the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the
aggregate principal amount of the Restricted Global Note.



(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A
Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar
receives the following:




(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the
form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or




(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person
who shall take delivery thereof in the form of a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;



and if the Company or the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Restricted Notes Legend are no longer required in order to maintain
compliance with the Securities Act.



Upon satisfaction of the conditions of this Section 2.06(d)(ii), the Trustee shall cancel the
Definitive Notes and increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.



(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A
Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a
request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal amount of one of the
Unrestricted Global Notes.



If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraph (ii) or (iii) above at a time when an Unrestricted Global Note has not yet
been issued, the Company shall issue and, upon receipt of a Company Request in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of Definitive Notes so transferred.



(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the
Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
2.06(e):




(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take
delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the
following:




(A) if the transfer will be made pursuant to Rule 144A under the Securities
Act, then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof;




(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and




(C) if the transfer will be made pursuant to any other exemption, including any
such transfer to an Institutional Accredited Investor, from the registration
requirements of the Securities Act, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3) thereof, if applicable.




(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if the Registrar receives the following:




(1) if the Holder of such Restricted Definitive Notes proposes to exchange such
Notes for an Unrestricted Definitive Note, a certificate from such Holder in the
form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or




(2) if the Holder of such Restricted Definitive Notes proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;




and if the Company or the Registrar so requests, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and in the
Restricted Notes Legend are no longer required in order to maintain compliance with the
Securities Act.




(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the Holder thereof.



(f) [intentionally omitted]



(g) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.




(i) Restricted Notes Legend.




(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive
Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the
legend in substantially the following form:



THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET
FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A
“QIB”), OR (B) IT IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT
WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHO THE HOLDER REASONABLY
BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE
TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S
UNDER THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144 UNDER THE SECURITIES ACT AND IN WHICH SUCH HOLDER SHALL HAVE, PRIOR
TO SUCH TRANSFER, FURNISHED THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY
(THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER
IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN
$250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER, IF THE ISSUER SO
REQUESTS, THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (E)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE
ISSUER), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM
THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”
AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE GOVERNING THIS
SECURITY CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER
ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING.




(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant
to subparagraph (b)(vi), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this
Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not
bear the Restricted Notes Legend.




(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the
following form:



THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.01(a) OF THE INDENTURE, (II) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.



(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be
returned to or retained and canceled by the Trustee in accordance with Section 2.10 hereof. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if
the beneficial interest is being exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note, such other Global Note shall
be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by
the Depository at the direction of the Trustee to reflect such increase.



(i) General Provisions Relating to Transfers and Exchanges.



(i) To permit registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or at the
Registrar’s request.



(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or
to a Holder of a Definitive Note for any registration of transfer or exchange, 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 taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.09, 4.10, 4.12, 4.18, 4.21, 4.23 and 8.05
hereof).



(iii) The Registrar shall not be required to register the transfer of or exchange any Note
selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part.



(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer or exchange.



(v) The Company shall not be required (A) to issue, to register the transfer of or to exchange
any Notes during a period beginning at the opening of business 15 days before the day of any
selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on
the day of selection or (B) to register the transfer of or to exchange a Note between a record date
and the next succeeding Interest Payment Date.



(vi) Prior to due presentment for the registration of a 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 for the purpose of receiving payment of principal of and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be
affected by notice to the contrary.



(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02 hereof.



(viii) All certifications, certificates and Opinions of Counsel required to be submitted to
the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be
submitted by facsimile.



(ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any transfers between or among
Participants or beneficial owners of interests in any Global Note) other than to require delivery
of such certificates and other documentation or evidence as are expressly required by, and to do so
if and when expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof.




	 	 	 	Section 2.07. Replacement Notes.





If a mutilated Note is surrendered to the Trustee or if the Holder of a Note presents evidence
to the satisfaction of the Company and the Trustee that the Note has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if
the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date
of this Indenture are met. An indemnity bond shall be required that is sufficient in the judgment
of the Company and the Trustee to protect the Company, the Trustee or any Agent from any loss which
any of them may suffer if a Note is replaced. In every case of destruction, loss or theft, the
applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction of
the destruction, loss or theft of such Note and the ownership thereof. The Company and the Trustee
may charge for its expenses in replacing a Note. Every replacement Note is an additional
obligation of the Company.




	 	 	 	Section 2.08. Outstanding Notes.





Notes outstanding at any time are all Notes authenticated by the Trustee except for those
canceled by it, 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 until the Company
and the Trustee receive proof satisfactory to each of them that the replaced Note is held by a bona
fide purchaser.



If a Paying Agent holds on a Redemption Date or Maturity Date money sufficient to pay the
principal of, premium, if any, and accrued interest on Notes payable on that date, then on and
after that date such Notes cease to be outstanding and interest on them ceases to accrue.



Subject to Section 12.05, a Note does not cease to be outstanding solely because the Company
or an Affiliate holds the Note.




	 	 	 	Section 2.09. Temporary Notes.





Until certificates representing Notes are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form,
and shall carry all rights, 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 shall authenticate definitive Notes in exchange for temporary Notes presented to it.




	 	 	 	Section 2.10. Cancellation.





The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
the Paying Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange
or payment. The Trustee shall cancel and retain or, upon written request of the Company, may
return to the Company in accordance with its normal practice, all Notes surrendered for transfer,
exchange, payment or cancellation. Subject to Section 2.07 hereof, the Company may not issue new
Notes to replace Notes in respect of which it has previously paid all principal, premium and
interest accrued thereon, or delivered to the Trustee for cancellation.




	 	 	 	Section 2.11. Defaulted Interest.





If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted
amounts, plus any interest payable on defaulted amounts pursuant to Section 4.01 hereof, to the
persons who are Holders on a subsequent special record date. The Company shall fix the special
record date and payment date in a manner satisfactory to the Trustee and provide the Trustee at
least 20 days notice of the proposed amount of default interest to be paid and the special payment
date. At least 15 days before the special record date, the Company shall mail or cause to be
mailed to each Holder a notice that states the special record date, the payment date (which shall
be not less than five nor more than ten days after the special record date), and the amount to be
paid. In lieu of the foregoing procedures, the Company may pay defaulted interest in any other
lawful manner satisfactory to the Trustee.




	 	 	 	Section 2.12. Deposit of Moneys.





Prior to 10:00 a.m., New York City time, on each Interest Payment Date and the Maturity Date,
the Company shall have deposited with the Paying Agent in immediately available funds money
sufficient to make cash payments, if any, due on such Interest Payment Date or Maturity Date, as
the case may be, in a timely manner which permits the Trustee to remit payment to the Holders on
such Interest Payment Date or Maturity Date, as the case may be.




	 	 	 	Section 2.13. CUSIP Number.





The Company in issuing the Notes may use a “CUSIP” number(s), and if so, the Trustee shall use
the CUSIP number(s) in notices of redemption 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(s) 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 shall promptly inform the Trustee
of any change in the CUSIP number(s).



ARTICLE 3




REDEMPTION





	 	 	 	Section 3.01. Notices to Trustee.





If the Company elects to redeem Notes pursuant to paragraph 5 of the Notes, (i) at least 30
days prior to the Redemption Date in the case of a partial redemption, (ii) at least 30 days prior
to the Redemption Date in the case of a total redemption or (iii) during such other period as the
Trustee may agree to, the Company shall notify the Trustee in writing of the Redemption Date, the
principal amount of Notes to be redeemed and the redemption price, and deliver to the Trustee an
Officers’ Certificate stating that such redemption will comply with the conditions contained in
paragraph 5 of the Notes.




	 	 	 	Section 3.02. Selection by Trustee of Notes to Be Redeemed.





In the event that fewer than all of the Notes are to be redeemed, the Trustee shall select the
Notes to be redeemed on either a pro rata basis or by lot, or such other method as it shall deem
fair and equitable. The Trustee shall promptly notify the Company of the Notes selected for
redemption and, in the case of any Notes selected for partial redemption, the principal amount
thereof to be redeemed. The Trustee may select for redemption portions of the principal of Notes
that have denominations larger than $1,000. Notes and portions thereof the Trustee selects shall
be redeemed in amounts of $1,000 (or, if less, the entire remaining principal amount) or whole
multiples of $1,000. For all purposes of this Indenture unless the context otherwise requires,
provisions of this Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption.




	 	 	 	Section 3.03. Notice of Redemption.





At least 30 but not more than 60 days before a Redemption Date, the Company shall mail, or
cause to be mailed, a notice of redemption by first-class mail to the Trustee and to each Holder of
Notes to be redeemed at its address as the same appears on the registry books maintained by the
Registrar pursuant to Section 2.03 hereof.



The notice shall identify the Notes to be redeemed (including the CUSIP number(s) thereof) and
shall state:




(1) the Redemption Date;




(2) the redemption price;




(3) 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 and upon surrender of such Note, a
new Note or Notes in principal amount equal to the unredeemed portion will be issued;




(4) the name and address of the Paying Agent;




(5) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;




(6) that unless the Company defaults in making the redemption payment, interest on
Notes called for redemption ceases to accrue on and after the Redemption Date;




(7) the paragraph of the Notes pursuant to which the Notes are being redeemed; and




(8) the aggregate principal amount of Notes that are being redeemed.



At the Company’s request (and upon at least five (5) days prior written notice), the Trustee
shall give the notice of redemption in the Company’s name and at the Company’s sole expense.




	 	 	 	Section 3.04. Effect of Notice of Redemption.





Once the notice of redemption described in Section 3.03 is mailed, Notes called for redemption
become due and payable on the Redemption Date and at the redemption price, including any premium,
plus interest accrued to the Redemption Date, if any. Upon surrender to the Paying Agent, such
Notes shall be paid at the redemption price, including any premium, plus interest accrued to the
Redemption Date, if any, provided that if the Redemption Date is after a regular interest payment
record date and on or prior to the Interest Payment Date, the accrued interest shall be payable to
the Holder of the redeemed Notes registered on the relevant record date, and provided, further,
that if a Redemption Date is a Legal Holiday, payment shall be made on the next succeeding Business
Day and no interest shall accrue for the period from such Redemption Date to such succeeding
Business Day.




	 	 	 	Section 3.05. Deposit of Redemption Price.





On or prior to 10:00 A.M., New York City time, on each Redemption Date, the Company shall
deposit with the Paying Agent in immediately available funds money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date other than Notes or portions
thereof called for redemption on that date which have been delivered by the Company to the Trustee
for cancellation.



On and after any Redemption Date, if money sufficient to pay the redemption price of and
accrued interest on Notes called for redemption shall have been made available in accordance with
the preceding paragraph, the Notes called for redemption will cease to accrue interest and the only
right of the Holders of such Notes will be to receive payment of the redemption price of and,
subject to the first proviso in Section 3.04, accrued and unpaid interest on such Notes to the
Redemption Date. If any Note called for redemption shall not be so paid, interest will be paid,
from the Redemption Date until such redemption payment is made, on the unpaid principal of the Note
and any interest not paid on such unpaid principal, in each case, at the rate and in the manner
provided in the Notes.




	 	 	 	Section 3.06. Notes Redeemed in Part.





Upon surrender of a Note that is redeemed in part, the Trustee shall authenticate for a Holder
a new Note equal in principal amount to the unredeemed portion of the Note surrendered.



ARTICLE 4




COVENANTS





	 	 	 	Section 4.01. Payment of Notes.





The Company shall pay the principal of and interest on the Notes on the dates and in the
manner provided in the Notes and this Indenture. An installment of principal of or interest on the
Notes shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that
date money designated for and sufficient to pay the installment. Interest will be computed on the
basis set forth in the Notes.



The Company shall pay interest on overdue principal (including post-petition interest in a
proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the rate
specified in the Notes.




	 	 	 	Section 4.02. Commission Reports.





(a) For so long as the Company is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company shall file with the Commission and provide the Trustee and Holders
of Notes with such annual reports and such information, documents and other reports as are
specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject
to such Sections, such information, documents and reports to be so filed and provided at the times
specified for the filing of such information, documents and reports under such Sections; provided,
however, that (i) the Company shall not be so obligated to file such information, documents and
reports with the Commission if the Commission does not permit such filings and (ii) the Company
shall not be required to include the separate financial statements of any Subsidiary Guarantor in
any such filing.



(b) At any time when the Company is not subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act and any Notes are outstanding, the Company will provide to the Trustees
and the holders of Notes:




(1) within 90 days after the end of the Company’s fiscal year, information
substantially equivalent to that which would be required to be included in an Annual Report
on Form 10-K of the Company were the Company subject to an obligation to file such a report
under the Exchange Act;




(2) within 45 days after the end of each of the first three fiscal quarters in each
fiscal year of the Company, information substantially equivalent to that which would be
required to be included in a Quarterly Report on Form 10-Q of the Company were the Company
subject to an obligation to file such a report under the Exchange Act; and




(3) within the time periods required by the Commission for issuers subject to the
reporting requirements of Section 13(d) or 15(d) of the Exchange Act, the information that
would be required to be filed with the Commission in Current Reports on Form 8-K if the
Company were subject to such reporting requirements;



provided, however, that the reports set forth in clauses (1), (2) and (3) above shall not be
required to: (a) contain any certification required by any such form or the Sarbanes — Oxley Act of
2002, (b) include the separate financial statements of any Subsidiary Guarantor in any such filing
or (c) include any exhibit. Additionally, substantially concurrently with the delivery to the
Trustee and the Holders of the Notes of the reports specified in (1), (2) and (3) above, the
Company shall (i) post copies of such reports on Intralinks or, if Intralinks is not reasonably
available for such purpose, otherwise provide substantially comparable public availability of such
reports (as determined by the Company in good faith) and (ii) in the case of clauses (1) and (2)
above, hold a conference call with Holders of Notes covering such matters as are reasonably
customary for companies with publicly traded debt or equity securities.



(c) At the Company’s expense, regardless of whether the Company is required to file with the
Commission or furnish such information, documents and reports referred to in paragraph (a) or (b)
above to its stockholders pursuant to the Exchange Act, the Company shall cause such information,
documents and reports to be mailed to the Trustee at its address set forth in this Indenture and to
the Holders at their addresses appearing in the register of Notes maintained by the Registrar
within 15 days after it files them with the Commission or such date as they would have been
required to be filed with the Commission if the Company were required to so file pursuant to the
Exchange Act.



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).



(d) For so long as any Notes remain outstanding, the Company shall make available upon
request, to any Holder, any holder of a beneficial interest in a Note and, upon request of any
Holder or any such holder, any prospective purchaser of a Note or a beneficial interest therein,
the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in
which the Company is not subject to Section 13 or 15(d) of the Exchange Act.




	 	 	 	Section 4.03. Waiver of Stay, Extension or Usury Laws.





The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law which would
prohibit or forgive the Company from paying all or any portion of the principal of, premium, if
any, and/or interest on the Notes as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to
the extent that it may lawfully do so) the Company hereby expressly waives all benefit or advantage
of any such law, and covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.




	 	 	 	Section 4.04. Compliance Certificate.





(a) The Company shall deliver to the Trustee, within 100 days after the end of each fiscal
year and on or before 50 days after the end of the first, second and third quarters of each fiscal
year, an Officers’ Certificate stating that a review of the activities of the Company and its
Subsidiaries during such fiscal year or fiscal quarter, as the case may be, has been made under the
supervision of the signing officers with a view to determining whether each has kept, observed,
performed and fulfilled its obligations under this Indenture and the Security Documents, and
further stating, as to each such Officer signing such certificate, that to the best of his or her
knowledge each 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 hereof and thereof (or, if a Default or Event of Default shall have
occurred, describing all of such Defaults or Events of Default of which he or she may have
knowledge and what action each is taking or proposes to take with respect thereto) and that to the
best of his or her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is prohibited or if such
event has occurred, a description of the event and what action each is taking or proposes to take
with respect thereto.



(b) So long as not contrary to the then current recommendations of the American Institute of
Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02
above shall be accompanied by a written statement of the Company’s independent certified public
accountants that in making the examination necessary for certification of such financial statements
nothing has come to their attention which would lead them to believe that the Company has violated
any provisions of this Article 4 or Article 5 of this Indenture 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 for any failure to obtain knowledge of any
such violation.



(c) The Company will, so long as any of the Notes are outstanding, deliver to the Trustee,
forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.




	 	 	 	Section 4.05. Taxes.





The Company shall, and shall cause each of its Subsidiaries to, pay prior to delinquency all
material taxes, assessments, and governmental levies except as contested in good faith and by
appropriate proceedings.




	 	 	 	Section 4.06. Limitation on Debt.





(a) The Company shall not, and shall not permit any Restricted Subsidiary to, incur, directly
or indirectly, any Debt (including Acquired Debt) other than Permitted Debt unless:




(1) after giving effect to the incurrence of such Debt and the application of the
proceeds thereof, the ratio of total Debt to the Company’s Consolidated EBITDA (determined
on a pro forma basis for the last four full fiscal quarters for which financial statements
are available at the date of determination) would be less than 7.5 to 1.0; provided that for
purposes of calculating the ratio, Debt shall not include the Existing Preferred Stock; and
provided further, however, that if the Debt which is the subject of a determination under
this provision is Acquired Debt or Debt to be incurred in connection with the simultaneous
acquisition of any Person, business, property or assets, then such ratio shall be determined
by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning
of the four quarter period) to both the incurrence of the Acquired Debt or other Debt by the
Company and the inclusion in the Company’s Consolidated EBITDA of the Consolidated EBITDA of
the acquired Person, business, property or assets; and




(2) no Default or Event of Default would occur as a consequence of such incurrence or
be continuing following such incurrence.



(b) Notwithstanding anything to the contrary contained in this Section 4.06,




(1) accrual of interest, accretion or amortization of original issue discount and the
payment of interest or dividends in the form of additional Debt (including PIK Notes, if
any), will be deemed not to be an incurrence of Debt for purposes of this Section 4.06; and




(2) for purposes of determining compliance with this Section 4.06, in the event that an
item of Debt (including Acquired Debt) meets the criteria of more than one of the categories
of Permitted Debt described in clauses (a) through (k) of such definition or is entitled to
be incurred pursuant to clause (1) of Section 4.06(a), the Company will, in its sole
discretion, classify (or later reclassify in whole or in part, in its sole discretion) such
item of Debt in any manner that complies with this Section 4.06.



(c) The Company shall not, and shall not permit any Subsidiary Guarantor to, incur, directly
or indirectly, any Debt that is subordinate or junior in right of payment to any Debt unless such
Debt is expressly subordinated in right of payment to the Notes or the Subsidiary Guarantee of such
Subsidiary Guarantor, as the case may be.




	 	 	 	Section 4.07. Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries.





The Company shall not:




(a) sell, pledge, hypothecate or otherwise dispose of any shares of Capital Stock of a
Restricted Subsidiary; or




(b) permit any Restricted Subsidiary to, directly or indirectly, issue or sell or
otherwise dispose of any shares of its Capital Stock or the Capital Stock of another
Restricted Subsidiary;



other than, in the case of either (a) or (b):




(1) directors’ qualifying shares;




(2) to the Company or a Wholly Owned Restricted Subsidiary;




(3) Preferred Stock issued by a Restricted Subsidiary other than to the Company or a
Restricted Subsidiary if the Company or such Restricted Subsidiary would be permitted to
incur Debt under clause (1) of Section 4.06(a) in the principal amount of the aggregate
liquidation value of the Preferred Stock to be issued; or




(4) a disposition of the Capital Stock of a Restricted Subsidiary; provided, however,
that such disposition is effected in compliance with Section 4.10 or Section 4.12, as
applicable.




	 	 	 	Section 4.08. Limitation on Restricted Payments.





(a) The Company shall not make, and shall not permit any Restricted Subsidiary to make,
directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, such
proposed Restricted Payment:




(1) a Default or Event of Default shall have occurred and be continuing;




(2) the Company could not incur at least $1.00 of additional Debt pursuant to clause
(1) of Section 4.06(a); or




(3) the aggregate amount of such Restricted Payment and all other Restricted Payments
declared or made since the Issue Date (the amount of any Restricted Payment, if made other
than in cash, to be based upon Fair Market Value) would exceed the sum of




(A) 100% of the Company’s Cumulative Consolidated EBITDA minus 1.4 times the
Company’s Cumulative Consolidated Interest Expense, plus




(B) 100% of the aggregate net proceeds (after deduction of fees, expenses,
discounts and commissions incurred in connection with issuance and sale) and the
Fair Market Value of securities or other Property received by the Company from the
issue or sale, after the Issue Date, of Capital Stock (other than Disqualified
Capital Stock of the Company or Capital Stock of the Company issued to any
Restricted Subsidiary of the Company) of the Company or any Debt or other securities
of the Company convertible into or exercisable or exchangeable for Capital Stock
(other than Disqualified Capital Stock) of the Company which have been so converted
or exercised or exchanged, as the case may be, plus




(C) the sum of:




(1) the aggregate amount returned in cash on or with respect to
Investments (other than Permitted Investments) made subsequent to the Issue
Date whether through interest payments, principal payments, dividends or
other distributions or payments;




(2) the net cash proceeds received by the Company or any of its
Restricted Subsidiaries from the disposition of all or any portion of such
Investments (other than to the Company or a Subsidiary of the Company),
including upon the sale of the Capital Stock of an Unrestricted Subsidiary;
and




(3) upon redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary, the Fair Market Value of such Subsidiary;




provided, however, that the sum of clauses (1), (2) and (3) above shall not
exceed the aggregate amount of all such Investments made subsequent to the
Issue Date, plus




(D) $10.0 million.



(b) Notwithstanding the foregoing limitation, the Company may:




(1) pay dividends on its Capital Stock within 60 days after the declaration thereof if,
on said declaration date, such dividends could have been paid in compliance with this
Indenture; provided, however, that such dividend shall be included in the calculation of the
amount of Restricted Payments on the date of declaration;




(2) purchase, repurchase, redeem, legally defease, acquire or retire for value (x)
Capital Stock of the Company or Subordinated Obligations in exchange for, or out of the
proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than
Disqualified Capital Stock and other than Capital Stock issued or sold to a Subsidiary of
the Company), and (y) Disqualified Capital Stock of the Company in exchange for, or out of
the proceeds of the substantially concurrent sale of (other than to a Subsidiary of the
Company) Disqualified Capital Stock of the Company that has a redemption date, and requires
the payment of current dividends in cash no earlier than, and does not provide the holder
thereof remedies that are in the aggregate materially less favorable to the Company than,
the Disqualified Capital Stock being purchased, redeemed, or otherwise acquired or retired;
provided, however, that




(A) such purchase, repurchase, redemption, legal defeasance, acquisition or
retirement shall be excluded in the calculation of the amount of Restricted Payments
and




(B) the Capital Stock Sale Proceeds from such exchange or sale shall be
excluded from the calculation pursuant to clause (a)(3)(B) above;




(3) Repay any Subordinated Obligations (other than Preferred Stock) in exchange for, or
out of the proceeds of the substantially concurrent sale of, Refinancing Debt; provided,
however, that such Repayment shall be excluded from the calculation of the amount of
Restricted Payments;




(4) repurchase shares of, or options or other rights to acquire common stock or common
stock equivalents of the Company or any of its Subsidiaries from current or former officers,
directors or employees of the Company or any of its Subsidiaries (or permitted transferees
of such current or former officers, directors or employees), pursuant to the terms of
agreements (including employment agreements) or plans (or amendments thereto) approved by
the Board of Directors under which such individuals receive awards of stock based
compensation or purchase or sell, or are granted the option or other rights to acquire,
 shares of common stock or common stock equivalents; provided, however, that:




(A) the aggregate amount of such repurchases shall not exceed $5.0 million in
any calendar year and




(B) at the time of such repurchase, no Default or Event of Default shall have
occurred and be continuing (or result therefrom);




provided further, however, that such repurchases shall be included in the calculation of the
amount of Restricted Payments;




(5) pay dividends on Disqualified Capital Stock solely in additional shares of
Disqualified Capital Stock;




(6) make Restricted Payments in an aggregate amount not to exceed $600.0 million to
purchase, repurchase, redeem, acquire or retire for value Subordinated Obligations or
Existing Preferred Stock (or pay accrued cash dividends on such Preferred Stock);




(7) make Restricted Payments in an aggregate amount not to exceed $50.0 million;




(8) make distributions or payments of Receivables Fees;




(9) accept or retain shares of common stock of the Company, or refrain from issuing
 shares of common stock otherwise issuable, in satisfaction of a holder’s obligation to pay
the purchase or exercise price of any options or other rights to acquire common stock of the
Company or any other stock-based compensation awards, or to reimburse the Company for tax
withholding paid by the Company in respect of any such options, rights or other stock-based
compensation awards; and




(10) purchase, repurchase, redeem, legally defease, acquire or retire for value
outstanding Preferred Stock (or pay accrued cash dividends on such Preferred Stock) or
Subordinated Obligations in exchange for, or out of, Available Basket Proceeds; provided,
however, that such payment, purchase, repurchase, redemption, legal defeasance, acquisition
or retirement shall be excluded from the calculation of the amount of Restricted Payments.



For purposes of determining compliance with this Section 4.08, if a Restricted Payment meets
the criteria of more than one of the categories of Restricted Payments permitted by clauses (1)
through (10) of this Section 4.08(b), or is permitted to be made pursuant to Section 4.08(a), the
Company will, in its sole discretion, classify such Restricted Payment in any manner that complies
with this Section 4.08.



(c) Not later than the date of making any Restricted Payment, the Company shall deliver to the
Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting
forth the basis upon which the calculations required by this Section 4.08 were computed, which
calculations may be based upon the Company’s latest available financial statements, and that no
Default or Event of Default exists and is continuing and no Default or Event of Default will occur
immediately after giving effect to any Restricted Payments.




	 	 	 	Section 4.09. Limitation on Liens.





The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, incur or suffer to exist any Lien (other than Permitted Liens) upon any of its
Property, whether owned at the Issue Date or thereafter acquired, or any interest therein or any
income or profits therefrom.




	 	 	 	Section 4.10. Limitation on Asset Sales.





(a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, consummate any Asset Sale unless:




(1) the Company or such Restricted Subsidiary receives consideration at the time of
such Asset Sale at least equal to the Fair Market Value of the Property subject to such
Asset Sale (it being understood that any appraisal with respect to any Property shall not be
conclusive evidence of the Fair Market Value thereof);




(2) at least 75% of the consideration paid to the Company or such Restricted Subsidiary
in connection with such Asset Sale is in the form of cash or cash equivalents (other than as
set forth in clause (3) below) or the assumption by the purchaser of liabilities of the
Company or any Restricted Subsidiary (other than Subordinated Obligations) as a result of
which the Company and the Restricted Subsidiaries are no longer obligated with respect to
such liabilities;




(3) notwithstanding clause (2) above, the Company may exchange all or substantially all
of the assets of one or more media properties operated by the Company, including by way of
the transfer of Capital Stock, for all or substantially all of the assets, including by way
of Capital Stock, constituting one or more media properties operated by another Person;
provided that (x) not less than 75% of the consideration received by the Company in the
exchange is in the form of cash or cash equivalents considering, for this purpose only, the
media properties, valued at their Fair Market Value, as cash equivalents and (y) to the
extent that the Property disposed of constituted Collateral then subject to the Liens of the
Security Documents, the Property acquired by the Company in such transaction shall be made
subject to the Liens of the Security Documents; and




(4) the Company delivers an Officers’ Certificate to the Trustee certifying that such
Asset Sale complies with the foregoing clauses (1), (2) and, if applicable, (3).



(b) The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the
Company or a Subsidiary Guarantor, to the extent the Company or such Subsidiary Guarantor elects
(or is required by the terms of any Debt) to (x) reinvest in Additional Assets (including by means
of an Investment in Additional Assets by a Subsidiary Guarantor with Net Available Cash received by
the Company or another Restricted Subsidiary); provided that such Additional Assets shall be made
subject to the Lien of the Security Documents to at least the same extent as the Property subject
to such Asset Sale or (y) redeem, repay, repurchase or otherwise retire for value Permitted First
Priority Obligations.



(c) Any Net Available Cash from an Asset Sale (other than Net Available Cash (i) that has been
designated as Available Basket Proceeds in accordance with Section 4.22 or (ii) from an Excluded
Asset Sale) not applied in accordance with Section 4.10(b) within 270 days after the date of the
receipt of such Net Available Cash or allocated for investment in identified Additional Assets in
respect of a project that shall have been commenced, and for which binding contractual commitments
have been entered into, prior to the end of such 270-day period and that shall not have been
completed or abandoned shall constitute “Excess Proceeds”; provided, however, that the amount of
any Net Available Cash that ceases to be so allocated as contemplated above and any Net Available
Cash that is allocated in respect of a project that is abandoned or completed shall also constitute
“Excess Proceeds” at the time any such Net Available Cash ceases to be so allocated or at the time
the relevant project is so abandoned or completed, as applicable; provided further, however, that
the amount of any Net Available Cash that continues to be allocated for investment and that is not
actually reinvested within 24 months from the date of the receipt of such Net Available Cash shall
also constitute “Excess Proceeds.”



(d) When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be
required to make an offer to purchase (the “Prepayment Offer”) the Notes (and, to the extent
required by the terms of any agreement governing other Permitted Second Priority Obligations, pro
rata to such other Permitted Second Priority Obligations), which offer shall be in the amount of
the Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase
date (subject to the right of Holders on the relevant record date to receive interest due on the
relevant Interest Payment Date). To the extent that any portion of the amount of Excess Proceeds
remains after compliance with the preceding sentence and provided that all Holders of Notes have
been given the opportunity to tender their Notes for purchase pursuant to such Prepayment Offer,
the Company or such Restricted Subsidiary may use such remaining amount for any purpose not
otherwise prohibited by this Indenture and the Security Documents, and the amount of Excess
Proceeds shall be reset to zero. Any Prepayment Offer may be made simultaneously with any required
offer to purchase Permitted First Priority Obligations and may be conditioned upon the availability
of remaining Excess Proceeds following the purchase of all Permitted First Priority Obligations in
such offer and notwithstanding anything to the contrary in this Section 4.10, the Company shall not
be required to purchase Notes with any Excess Proceeds pursuant to this Section 4.10 to the extent
such Excess Proceeds are applied to purchase Permitted First Priority Obligations on or prior to
the date the Company would have otherwise been required to purchase Notes pursuant to this Section
4.10.



(e) Notwithstanding the foregoing, any Asset Sale of a Principal Station shall not be subject
to the foregoing requirements and shall instead be governed by Section 4.12.



(f) Promptly, and in any event within 30 days after the Company is obligated to make a
Prepayment Offer pursuant to Section 4.10(d), the Company shall send a written notice, by
first-class mail, to the Holders of Notes, accompanied by such information regarding the Company
and its Subsidiaries as the Company in good faith believes will enable such Holders to make an
informed decision with respect to such Prepayment Offer. Such notice shall state, among other
things, the purchase price and the purchase date, which shall be, subject to any contrary
requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days after
the date such notice is mailed.



(g) The Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the purchase of
Notes pursuant to this Section 4.10. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.10, the Company will comply with the
applicable securities laws and regulations and will be deemed not to have breached its obligations
under this Section 4.10 by virtue thereof.



(h) On or before the purchase date, the Company shall, to the extent lawful, accept for
payment, on a pro rata basis to the extent necessary, Notes (and, if applicable, other Permitted
Second Priority Obligations) or portions thereof tendered pursuant to the Prepayment Offer, deposit
with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest
on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such
securities or portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 4.10. The Paying Agent shall promptly (but in any case not later than 5 days
after the purchase date) mail or deliver to each tendering Holder an amount equal to the purchase
price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company
shall promptly issue a new Note, and the Trustee shall authenticate and mail or make available for
delivery such new Note to such Holder equal in principal amount to any unpurchased portion of the
Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to
the Holder thereof. The Company will publicly announce the results of the Prepayment Offer on the
purchase date.




	 	 	 	Section 4.11. Limitation on Transactions with Affiliates.





(a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, conduct any business or enter into or suffer to exist any transaction or series of
transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of
any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the
Company (an “Affiliate Transaction”), unless:




(1) the terms of such Affiliate Transaction are




(A) fair and reasonable to the Company or such Restricted Subsidiary, as the
case may be, and




(B) no less favorable to the Company or such Restricted Subsidiary, as the case
may be, than those that could be obtained in a comparable arm’s-length transaction
with a Person that is not an Affiliate of the Company;




(2) if such Affiliate Transaction involves aggregate payments or value in excess of
$10.0 million, the Company obtains and promptly delivers to the Trustee a resolution of its
Board of Directors (including a majority of the disinterested members of the Board of
Directors) approving such Affiliate Transaction and certifying that, in its good faith
judgment, such Affiliate Transaction complies with clauses (a)(1)(A) and (a)(1)(B) above;
and




(3) if such Affiliate Transaction involves aggregate payments or value in excess of
$15.0 million, the Company obtains a written opinion from an Independent Financial Advisor
that the transaction is fair to the Company and the Restricted Subsidiaries.



(b) Without regard to the foregoing limitations, the Company or any Restricted Subsidiary may
enter into or suffer to exist the following:




(1) any transaction or series of transactions between the Company and one or more
Restricted Subsidiaries or between two or more Restricted Subsidiaries in the ordinary
course of business; provided that no more than 5% of the total voting power of the Voting
Stock (on a fully diluted basis) of any such Restricted Subsidiary is owned by an Affiliate
of the Company (other than a Restricted Subsidiary);




(2) any Restricted Payment permitted to be made pursuant to Section 4.08 or any
Permitted Investment;




(3) any transaction, including compensation and employee benefit arrangements, with an
officer or director of the Company or any of the Restricted Subsidiaries in his or her
capacity as an officer or director, so long as the Board of Directors in good faith shall
have approved the terms thereof;




(4) loans and advances to employees made in the ordinary course of business and
consistent with the past practices of the Company or such Restricted Subsidiary, as the case
may be; provided that such loans and advances do not exceed $1.0 million to any one employee
and $5.0 million in the aggregate at any one time outstanding;




(5) agreements in effect on the Issue Date and any modifications, extensions or
renewals thereto that are no less favorable to the Company or any Restricted Subsidiary than
such agreement as in effect on the Issue Date; and




(6) sales of accounts receivable, or participations therein, in connection with any
Receivables Facility.




	 	 	 	Section 4.12. Limitation on Asset Sales of Principal Stations.





(a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, consummate any Asset Sale involving a material portion of the assets of a Principal
Station or any portion of the Capital Stock of any Restricted Subsidiary that holds an FCC License
with respect to a Principal Station unless:




(1) the Company or such Restricted Subsidiary receives consideration at the time of
such Asset Sale at least equal to the Fair Market Value of the Property subject to such
Asset Sale and the Company obtains a written opinion from an Independent Financial Advisor
that such Asset Sale is fair to the Company or such Restricted Subsidiary, as the case may
be (it being understood that any appraisal with respect to any Property shall not be
conclusive evidence of the Fair Market Value thereof);




(2) at least 75% of the consideration paid to the Company or such Restricted Subsidiary
in connection with such Asset Sale is in the form of cash or cash equivalents or the
assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary
(other than Subordinated Obligations) as a result of which the Company and the Restricted
Subsidiaries are no longer obligated with respect to such liabilities; and




(3) the Company delivers an Officers’ Certificate to the Trustee certifying that such
Asset Sale complies with clauses (1) and (2) above.



(b) Promptly, and in any event within 30 days following the receipt by the Company or any
Restricted Subsidiary of any Net Available Cash from an Asset Sale subject to Section 4.12(a),
unless the Company has applied all such Net Available Cash to redeem, repay, repurchase or
otherwise retire for value Permitted First Priority Obligations within such 30 day period, the
Company shall make an offer to purchase (the “Principal Station Prepayment Offer”) the Notes (and,
to the extent required by the terms of any agreement governing other Permitted Second Priority
Obligations, pro rata to such other Permitted Second Priority Obligations), which offer shall be in
the amount of the Net Available Cash from such Asset Sale that is attributable to Property used in
a Principal Station or Capital Stock of a Restricted Subsidiary that holds an FCC License with
respect to a Principal Station, on a pro rata basis according to principal amount, at a purchase
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to
the purchase date (subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant Interest Payment Date). To the extent that any portion of the amount
of such Net Available Cash remains after compliance with the preceding sentence and provided that
all Holders of Notes have been given the opportunity to tender their Notes for purchase pursuant to
such Principal Station Prepayment Offer, the Company or such Restricted Subsidiary may use such
remaining amount for any purpose not otherwise prohibited by this Indenture and the Security
Documents. Any Principal Station Prepayment Offer may be made simultaneously with any required
offer to purchase Permitted First Priority Obligations and may be conditioned upon the availability
of remaining Net Available Cash following the purchase of all Permitted First Priority Obligations
in such offer and notwithstanding anything to the contrary in this Section 4.12, the Company shall
not be required to purchase Notes with any Net Available Cash pursuant to this Section 4.12 to the
extent such Net Available Cash is applied to purchase Permitted First Priority Obligations on or
prior to the date the Company would have otherwise been required to purchase Notes pursuant to this
Section 4.12.



(c) In connection with any Principal Station Prepayment Offer, the Company shall send a
written notice, by first-class mail, to the Holders of Notes, accompanied by such information
regarding the Company and its Subsidiaries as the Company in good faith believes will enable such
Holders to make an informed decision with respect to such Principal Station Prepayment Offer. Such
notice shall state, among other things, the purchase price and the purchase date, which shall be,
subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor
later than 60 days after the date on which such notice is mailed.



(d) The Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Notes pursuant to this Section 4.12. To the extent that the provisions of any securities laws
or regulations conflict with provisions of this Section 4.12, the Company will comply with the
applicable securities laws and regulations and will be deemed not to have breached its obligations
under this Section 4.12 by virtue thereof.



(e) On or before the purchase date, the Company shall, to the extent lawful, accept for
payment, on a pro rata basis to the extent necessary, Notes (and, if applicable, other Permitted
Second Priority Obligations) or portions thereof tendered pursuant to the Principal Station
Prepayment Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase
price plus accrued interest on the Notes to be purchased and deliver to the Trustee an Officers’
Certificate stating that such securities or portions thereof were accepted for payment by the
Company in accordance with the terms of this Section 4.12. The Paying Agent shall promptly (but in
any case not later than 5 days after the purchase date) mail or deliver to each tendering Holder an
amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company
for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate
and mail or make available for delivery such new Note to such Holder, equal in principal amount to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed
or delivered by the Company to the Holder thereof. The Company will publicly announce the results
of the Principal Station Prepayment Offer on the purchase date.




	 	 	 	Section 4.13. Designation of Restricted and Unrestricted Subsidiaries.





(a) The Board of Directors may designate any Subsidiary of the Company to be an Unrestricted
Subsidiary if:




(1) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or
own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary; and




(2) either:




(A) the Subsidiary to be so designated has total assets of $1,000 or less or




(B) such designation is effective immediately upon such entity becoming a
Subsidiary of the Company.



Unless designated as an Unrestricted Subsidiary in accordance with paragraph (a)(2)(B) above, any
Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary.



(b) Except as provided in paragraph (a) above, no Restricted Subsidiary may be redesignated as
an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary shall
at any time be directly or indirectly liable for any Debt that provides that the holder thereof may
(with the passage of time or notice or both) declare a default thereon or cause the payment thereof
to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with
respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right
to take enforcement action against such Unrestricted Subsidiary). Upon designation of a Restricted
Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.13(a), such Restricted
Subsidiary shall, by execution and delivery of a supplemental indenture in form satisfactory to the
Trustee, be released from any Subsidiary Guarantee previously made by such Restricted Subsidiary.



(c) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary if, immediately after giving pro forma effect to such designation,




(1) either (i) the Company could incur at least $1.00 of additional Debt pursuant to
clause (1) of Section 4.06(a) or (ii) the Company’s ratio of total Debt to Consolidated
EBITDA (determined as set forth in clause (1) of Section 4.06(a)) would be less than or
equal to the Company’s ratio of total Debt to Consolidated EBITDA (determined as provided
above) immediately prior to such designation and




(2) no Default or Event of Default shall have occurred and be continuing or would
result therefrom.



(d) Any such designation or redesignation by the Board of Directors will be evidenced to the
Trustee by filing with the Trustee a Board Resolution giving effect to such designation or
redesignation and an Officers’ Certificate that




(1) certifies that such designation or redesignation complies with the foregoing
provisions and




(2) gives the effective date of such designation or redesignation,



such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the
Company in which such designation or redesignation is made (or, in the case of a designation or
redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days
after the end of such fiscal year).




	 	 	 	Section 4.14. Future Subsidiary Guarantors.





The Company shall cause each Person that becomes a Domestic Restricted Subsidiary following
the Issue Date and any other entity that guarantees any Debt of the Company or any of its Domestic
Restricted Subsidiaries to execute and deliver to (x) the Trustee a supplemental indenture in form
acceptable to the Trustee and a supplement to the Security Agreement (and any other applicable
Security Documents) pursuant to which such Domestic Restricted Subsidiary shall guarantee the
payment and performance of the Company’s obligations under the Guaranteed Amount of Notes and (y)
the Collateral Agent a supplement to the Security Agreement and any other documents required by the
Security Agreement granting a security interest in all Property owned by it of the type
constituting Collateral at the time such Person becomes a Domestic Restricted Subsidiary or
guarantees any such Debt.




	 	 	 	Section 4.15. Limitation on Restrictions on Distributions from Restricted Subsidiaries.





(a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of
any Restricted Subsidiary to:




(1) pay dividends, in cash or otherwise, or make any other distributions on or in
respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or
any other Restricted Subsidiary;




(2) make any loans or advances to the Company or any other Restricted Subsidiary; or




(3) transfer any of its Property to the Company or any other Restricted Subsidiary.



(b) The foregoing limitations will not apply:




(1) with respect to clauses (1), (2) and (3) of paragraph (a), to restrictions




(A) in effect on the Issue Date,




(B) relating to Debt of a Restricted Subsidiary and existing at the time it
became a Restricted Subsidiary if such restriction was not created in connection
with or in anticipation of the transaction or series of transactions pursuant to
which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by
the Company,




(C) created in connection with any Receivables Facility that, in the good faith
determination of the Board of Directors of the Company, are necessary or advisable
to effect such Receivables Facility, or




(D) that result from the Refinancing of Debt incurred pursuant to an agreement
referred to in clause (1)(A) or (B) above or in clause (2)(A) or (B) below, provided
such restriction is no less favorable to the Holders of Notes than those under the
agreement evidencing the Debt so Refinanced; and




(2) with respect to clause (a)(3) only, to restrictions




(A) relating to Debt that is permitted to be incurred and secured pursuant to
Sections 4.06 and 4.09 that limit the right of the debtor to dispose of the Property
securing such Debt,




(B) encumbering Property at the time such Property was acquired by the Company
or any Restricted Subsidiary, so long as such restriction relates solely to the
Property so acquired and was not created in connection with or in anticipation of
such acquisition,




(C) resulting from customary provisions restricting subletting or assignment of
leases or customary provisions in other agreements that restrict assignment of such
agreements or rights thereunder or




(D) customarily contained in asset sale agreements limiting the transfer of
such Property pending the closing of such sale.




	 	 	 	Section 4.16. Payments for Consent.





Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to
be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes
for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of
this Indenture, the Security Documents or the Notes unless such consideration is offered to be paid
or agreed to be paid to all Holders of the Notes which so consent, waive or agree to amend in the
time frame set forth in solicitation documents relating to such consent, waiver or agreement.




	 	 	 	Section 4.17. Corporate Existence.





Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each Restricted Subsidiary, in accordance with the respective
organizational documents (as the same may be amended from time to time) of each Restricted
Subsidiary and the rights (charter and statutory), licenses and franchises of the Company and 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 of its
Restricted Subsidiaries, 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 4.18. Change of Control.





(a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to
require the Company to repurchase all or any part of such Holder’s Notes pursuant to the offer
described below (the “Change of Control Offer”) at a purchase price (the “Change of Control
Purchase Price”) equal to (a) at any time prior to January 15, 2010, 101% of the principal amount
thereof, and (b) at any time thereafter, 100% of the principal amount thereof, in each case, plus
accrued and unpaid interest, to the purchase date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant Interest Payment Date).



(b) Within 30 days following any Change of Control, the Company shall:




(1) cause a notice of the Change of Control Offer to be sent at least once to the Dow
Jones News Service or another similar business news service in the United States; and




(2) send, by first-class mail, with a copy to the Trustee, to each Holder of Notes, at
such Holder’s address appearing in the register of Notes maintained by the Registrar, a
notice stating:




(A) that a Change of Control has occurred and a Change of Control Offer is
being made pursuant to this Section 4.18 and that all Notes timely tendered will be
accepted for payment;




(B) the Change of Control Purchase Price and the purchase date, which shall be,
subject to any contrary requirements of applicable law, a Business Day no earlier
than 30 days nor later than 60 days from the date such notice is mailed;




(C) the circumstances and relevant facts regarding the Change of Control
(including information with respect to pro forma historical income, cash flow and
capitalization after giving effect to the Change of Control); and




(D) the procedures that Holders of Notes must follow in order to tender their
Notes (or portions thereof) for payment, and the procedures that Holders of Notes
must follow in order to withdraw an election to tender Notes (or portions thereof)
for payment.



(c) On the purchase date, the Company shall to the extent lawful (i) accept for payment Notes
or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and
(iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers’
Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall
promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price
for such Notes, and the Company shall execute and issue, and the Trustee shall promptly
authenticate and mail to such Holder, a Note equal in principal amount to any unpurchased portion
of the Notes surrendered; provided that each such Note shall be issued in an original principal
amount in denominations of $1,000 and integral multiples thereof.



(d) The Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section 4.18, the Company will
comply with the applicable securities laws and regulations and will be deemed not to have breached
its obligations under this Section 4.18 by virtue of such compliance.




	 	 	 	Section 4.19. Maintenance of Office or Agency.





The Company shall maintain an office or agency where Notes may be surrendered for registration
of transfer or exchange or for presentation for payment and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the Trustee as set forth in
Section 12.01.



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. The Company shall give prompt written notice to the Trustee of such
designation or rescission and of any change in the location of any such other office or agency.



The Company hereby initially designates the Corporate Trust Office of the Trustee set forth in
Section 12.01 as such office of the Company.




	 	 	 	Section 4.20. Delivery of Station Appraisals.





(a) The Company shall deliver a Station Appraisal to the Trustee no later than December 31,
2006 and thereafter no later than the date that is 12 months after the date on which the previous
Station Appraisal was delivered to the Trustee. Except as set forth in the next sentence, each
Station Appraisal shall be treated as confidential by the Trustee and may not, without the
Company’s prior written consent, be made available to any third party, including any Holder of
Notes except in compliance with clause (b) below. If an Event of Default shall have occurred and
be continuing, upon request of any Holder, the Trustee shall furnish to such Holder the most recent
Station Appraisal received by it pursuant to this Section 4.20; provided that such Holder shall
have agreed in writing in form and substance reasonably satisfactory to the Company that such
Holder shall maintain the confidentiality of such Station Appraisal except in compliance with
clause (b) below.



(b) In the event that the Trustee or any Holder is requested or required (by oral questions,
interrogatories, requests for information or documents, subpoena, civil investigative demand or
other process) to disclose any information in a Station Appraisal, the Trustee or such Holder will
provide the Company with prompt notice of any such request or requirement (written if practical) so
that the Company may seek an appropriate protective order or waive the Trustee’s or such Holder’s
compliance with the confidentiality provisions of this Section 4.20. If, failing the entry of a
protective order or the receipt of a waiver hereunder, the Trustee or the applicable Holder is,
after consultation with the Company and after providing the Company with a written opinion of legal
counsel to that effect, legally compelled to disclose any information in a Station Appraisal, the
Trustee or such Holder may disclose only that information from the Station Appraisal which the
Trustee or such Holder is legally compelled to disclose, and it will exercise reasonable efforts to
obtain assurance that confidential treatment will be accorded to that portion of the Station
Appraisal which is being disclosed. In any event, the Trustee or such Holder will not oppose
action by the Company to obtain an appropriate protective order or other reliable assurance that
confidential treatment will be accorded the Station Appraisal.




	 	 	 	Section 4.21. Offer to Purchase in Connection with Station Value Coverage Ratio.





(a) The Company shall deliver an Officers’ Certificate to the Trustee on each January 15,
April 15, July 15 and October 15, commencing April 15, 2006, setting forth a calculation of the
Station Value Coverage Ratio as of the last day of the immediately preceding fiscal quarter (each
such day being referred to as a “Test Date”).



(b) In the event that the Station Value Coverage Ratio as of any Test Date is less than 1.5 to
1.0, the Company shall, within 270 days following the date of delivery of the Officer’s Certificate
required pursuant to Section 4.21(a), offer to purchase (the “Coverage Ratio Prepayment Offer”) the
Notes (and, to the extent required by the terms of any agreement governing other Permitted Second
Priority Obligations, pro rata to such other Permitted Second Priority Obligations), which offer
shall be in a minimum aggregate amount such that after giving effect thereto, and assuming such
offer was fully accepted, the Station Value Coverage Ratio as of the preceding Test Date would have
been at least 1.5 to 1.0, at a purchase price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant Interest Payment Date).
Any Coverage Ratio Prepayment Offer may be made simultaneously with any required offer to purchase
Permitted First Priority Obligations and may be conditioned upon the availability of remaining
funds from the amount required to be offered pursuant to this Section 4.21 following the purchase
of all Permitted First Priority Obligations in such offer and notwithstanding anything to the
contrary in this Section 4.21, the Company shall not be required to purchase Notes pursuant to this
Section 4.21 to the extent the required amount of funds is applied to purchase Permitted First
Priority Obligations on or prior to the date the Company would have otherwise been required to
purchase Notes pursuant to this Section 4.21.



(c) In connection with any Coverage Ratio Prepayment Offer, the Company shall send a written
notice, by first-class mail, to the Holders of Notes, accompanied by such information regarding the
Company and its Subsidiaries as the Company in good faith believes will enable such Holders to make
an informed decision with respect to such Coverage Ratio Prepayment Offer. Such notice shall
state, among other things, the purchase price and the purchase date, which shall be, subject to any
contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60
days after the date on which such notice is mailed.



(d) The Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Notes pursuant to this Section 4.21. To the extent that the provisions of any securities laws
or regulations conflict with provisions of this Section 4.21, the Company will comply with the
applicable securities laws and regulations and will be deemed not to have breached its obligations
under this Section 4.21 by virtue thereof.



(e) On or before the purchase date, the Company shall, to the extent lawful, accept for
payment, on a pro rata basis to the extent necessary, Notes (and, if applicable, other Permitted
Second Priority Obligations) or portions thereof tendered pursuant to the Coverage Ratio Prepayment
Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus
accrued interest on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate
stating that such securities or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 4.21. The Paying Agent shall promptly (but in any case
not later than 5 days after the purchase date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Note tendered by such Holder and accepted by the Company for
purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and
mail or make available for delivery such new Note to such Holder, equal in principal amount to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company will publicly announce the results of
the Coverage Ratio Prepayment Offer on the purchase date.




	 	 	 	Section 4.22. Designation of Net Available Cash from an Asset Sale as Available Basket Proceeds
upon Satisfaction of Station Value Coverage Requirements.





The Company may designate all or any part of the Net Available Cash from any Asset Sale (other
than an Asset Sale that is subject to Section 4.12 without regard to whether such Net Available
Cash had previously been used to make a Principal Station Prepayment Offer) as “Available Basket
Proceeds” at any time within 270 days from the date of receipt of such Net Available Cash if (a)
the Company shall have delivered to the Trustee an Officers’ Certificate setting forth the Station
Value and a calculation demonstrating that on the date of such designation and after giving effect
to the related Asset Sale, (i) the Station Value Coverage Ratio is at least 2.0 to 1.0 and (ii) the
Restricted License Subsidiary Coverage Ratio is at least 3.0 to 1.0 and (b) on the date of such
designation, the Company (i) applies, (ii) issues an irrevocable notice of redemption requiring the
Company within 60 days to apply or (iii) makes an unconditional offer to purchase Subordinated
Obligations or Preferred Stock within 60 days, which if accepted would require the Company to
apply, such designated amount to make a Restricted Payment pursuant to Section 4.08(b)(9).
Notwithstanding the foregoing, any Net Available Cash which has been designated as Available Basket
Proceeds but has not been used to make a Restricted Payment pursuant to Section 4.08(b)(9) within
270 days from the date of receipt of the Net Available Cash constituting such Available Basket
Proceeds, shall constitute Excess Proceeds and shall be applied in accordance with Section 4.10(d).




	 	 	 	Section 4.23. Events of Loss.





(a) If an Event of Loss occurs with respect to any Collateral with a Fair Market Value (or
replacement cost, if greater) in excess of $5.0 million, the Company or the affected Subsidiary
Guarantor, as the case may be, may apply any Net Loss Proceeds from such Event of Loss to: (A)
redeem, repay, repurchase or otherwise retire for value Permitted First Priority Obligations prior
to the 90th day following such Event of Loss or (B) the rebuilding, repair, replacement
or construction of improvements to the affected Property (the “Subject Property”), with no
concurrent obligation to make any purchase of any Notes if the Company delivers to the Trustee
within 90 days of such Event of Loss, in the case of this clause (B):




(1) a written opinion from a reputable contractor that the Subject Property can be
rebuilt, repaired, replaced or constructed and operating within 365 days from the date of
such opinion; and




(2) an Officers’ Certificate certifying that the Company or the affected Subsidiary
Guarantor has available from Net Loss Proceeds (including amounts collectible from the
applicable insurance carrier) or other sources sufficient funds to complete the rebuilding,
repair, replacement or construction described in clause (1) above.



(b) Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as
provided in the first sentence of this Section 4.23 will be deemed “Excess Loss Proceeds.” Within
ten days following the date that the aggregate amount of Excess Loss Proceeds received by the
Company or the applicable Subsidiary Guarantor exceeds $10.0 million, the Company will make an
offer, on a pro rata basis (an “Event of Loss Offer”), to all Holders of Notes to purchase the
maximum principal amount of Notes (and, to the extent required by the terms of any agreement
governing other Permitted Second Priority Obligations, pro rata to such other Permitted Second
Priority Obligations) that may be purchased out of the Excess Loss Proceeds. The offer price in
any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid
interest to the purchase date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant Interest Payment Date). If any Excess Loss Proceeds
remain after consummation of any purchase contemplated by an Event of Loss Offer, the Company may
use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the
Security Documents. Upon completion of any such Event of Loss Offer, the amount of Excess Loss
Proceeds shall be reset to zero. Any Event of Loss Offer may be made simultaneously with any
required offer to repurchase Permitted First Priority Obligations and may be conditioned upon the
availability of remaining Excess Loss Proceeds following the repurchase of all Permitted First
Priority Obligations in such offer and notwithstanding anything to the contrary in this Section
4.23, the Company shall not be required to repurchase Notes with any Excess Loss Proceeds pursuant
to this Section 4.23 to the extent such Excess Loss Proceeds are applied to repurchase Permitted
First Priority Obligations on or prior to the date the Company would have otherwise been required
to repurchase Notes pursuant to this Section 4.23.



(c) In connection with any Event of Loss Offer, the Company shall send a written notice, by
first-class mail, to the Holders of Notes, accompanied by such information regarding the Company
and its Subsidiaries as the Company in good faith believes will enable such Holders to make an
informed decision with respect to such Event of Loss Offer. Such notice shall state, among other
things, the purchase price and the purchase date, which shall be, subject to any contrary
requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from
the date such notice is mailed.



(d) The Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Notes pursuant to this Section 4.23. To the extent that the provisions of any securities laws
or regulations conflict with provisions of this Section 4.23, the Company will comply with the
applicable securities laws and regulations and will be deemed not to have breached its obligations
under this Section 4.23 by virtue thereof.



(e) On or before the purchase date, the Company shall, to the extent lawful, accept for
payment, on a pro rata basis to the extent necessary, Notes (and, if applicable, other Permitted
Second Priority Obligations) or portions thereof tendered pursuant to the Event of Loss Offer,
deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued
interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate
stating that such securities or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 4.23. The Paying Agent shall promptly (but in any case
not later than five days after the purchase date) mail or deliver to each tendering Holder an
amount equal to the purchase price of the Note tendered by such Holder and accepted by the Company
for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate
and mail or make available for delivery such new Note to such Holder equal in principal amount to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed
or delivered by the Company to the Holder thereof.




	 	 	 	Section 4.24. Maintenance of Insurance.





The Company shall (i) maintain and cause to be maintained for each of its Restricted
Subsidiaries, insurance with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by a business of the size and character of
the Company and its Restricted Subsidiaries and, in any event, all insurance required by the
Security Documents, and (ii) cause all insurance maintained with respect to any Collateral to name
the Collateral Agent, for its benefit and for the benefit of holders of Permitted First Priority
Obligations and Permitted Second Priority Obligations, as additional insured or loss payee, as
appropriate.




	 	 	 	Section 4.25. Certain Matters in Connection with FCC Licenses.





The Company shall maintain direct ownership of all of the Capital Stock of the Restricted
License Subsidiary. If, following the Issue Date, the Company or any of its Restricted
Subsidiaries obtains any FCC License, the Company shall cause such FCC License to be held by a
License Subsidiary unless the Board of Directors shall have determined that doing so would be
impracticable.



ARTICLE 5




SUCCESSOR CORPORATION





	 	 	 	Section 5.01. Limitation on Consolidation, Merger and Sale of Property.





(a) The Company shall not merge, consolidate or amalgamate with or into any other Person
(other than a merger of a Wholly Owned Restricted Subsidiary into the Company) or sell, transfer,
assign, lease, convey or otherwise dispose of all or substantially all its Property in any one
transaction or series of transactions unless:




(1) the Company shall be the surviving Person in such merger, consolidation or
amalgamation, or the surviving person (if other than the Company) formed by such merger,
consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance
or disposition is made (the “Surviving Person”) shall be a corporation organized and
existing under the laws of the United States of America, any State thereof or the District
of Columbia;




(2) the Surviving Person expressly assumes, by supplemental indenture in form
satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person,
the due and punctual payment of the principal of, and premium, if any, and interest on, all
the Notes, according to their tenor, and the due and punctual performance and observance of
all the covenants and conditions of this Indenture to be performed by the Company;




(3) in the case of a sale, transfer, assignment, lease, conveyance or other disposition
of all or substantially all the Property of the Company, such Property shall have been
transferred as an entirety or virtually as an entirety to one Person;




(4) immediately before and after giving effect to such transaction or series of
transactions on a pro forma basis (and treating, for purposes of this clause (4) and clauses
(5) and (6) below, any Debt that becomes, or is anticipated to become, an obligation of the
Surviving Person or any Restricted Subsidiary as a result of such transaction or series of
transactions as having been incurred by the Surviving Person or such Restricted Subsidiary
at the time of such transaction or series of transactions), no Default or Event of Default
shall have occurred and be continuing;




(5) immediately after giving effect to such transaction or series of transactions on a
pro forma basis, the Company or the Surviving Person, as the case may be, would either (i)
be able to incur at least $1.00 of additional Debt under clause (1) of Section 4.06(a) or
(ii) have a ratio of total Debt to Consolidated EBITDA (determined as set forth in clause
(1) of Section 4.06(a)) that is less than or equal to the ratio of total Debt to
Consolidated EBITDA of the Company (determined as provided above) immediately prior to such
transaction or series of transactions;




(6) the Company or the surviving Person shall deliver, or cause to be delivered, to the
Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’
Certificate and an Opinion of Counsel, each stating that such transaction and the
supplemental indenture, if any, in respect thereto comply with this Section 5.01 and that
all conditions precedent provided for in this Indenture relating to such transaction have
been satisfied; and




(7) the Company or the Surviving Person shall comply with clause (e) of this Section
5.01.



(b) The Company shall not permit any Subsidiary Guarantor to merge, consolidate or amalgamate
with or into any other Person (other than a merger of a Wholly Owned Restricted Subsidiary into the
Company or any such Subsidiary Guarantor) or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all its Property in any one transaction or series of transactions
unless:




(1) the Surviving Person (if not such Subsidiary Guarantor) formed by such merger,
consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance
or disposition is made shall be a corporation organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia;




(2) the Surviving Person (if other than such Subsidiary Guarantor) expressly assumes,
by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the
Trustee by such Surviving Person, the due and punctual performance and observance of all the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;




(3) in the case of a sale, transfer, assignment, lease, conveyance or other disposition
of all or substantially all the Property of such Subsidiary Guarantor, such Property shall
have been transferred as an entirety or virtually as an entirety to one Person;




(4) immediately before and after giving effect to such transaction or series of
transactions on a pro forma basis (and treating, for purposes of this clause (4) and clause
(5) below, any Debt that becomes, or is anticipated to become, an obligation of the
Surviving Person, the Company or any Restricted Subsidiary as a result of such transaction
or series of transactions as having been incurred by the Surviving Person, the Company or
such Restricted Subsidiary at the time of such transaction or series of transactions), no
Default or Event of Default shall have occurred and be continuing;




(5) the Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of
Counsel, each stating that such transaction and such Subsidiary Guarantee, if any, in
respect thereto comply with this Section 5.01 and that all conditions precedent provided for
in this Indenture relating to such transaction have been satisfied; and




(6) the Subsidiary Guarantor or the Surviving Person shall comply with clause (e) of
this Section 5.01.



(c) The provisions of Section 5.01(b) shall not apply to any transactions which constitute an
Asset Sale if the Company has complied with Sections 4.10 and 4.12.



(d) The Surviving Person shall succeed to, and be substituted for and may exercise every right
and power of the Company under, this Indenture and the Security Documents (or of the Subsidiary
Guarantor under the Subsidiary Guarantee and the Security Documents, as the case may be), but the
predecessor company in the case of




(1) a sale, transfer, assignment, conveyance or other disposition (unless such sale,
transfer, assignment, conveyance or other disposition is of all the assets of the Company or
such Subsidiary Guarantor as an entirety or virtually as an entirety) or




(2) a lease,



shall not be released from any of the obligations or covenants under this Indenture, including with
respect to the payment of the Notes, or the Security Documents.



(e) The following additional conditions shall apply to each transaction subject to Section
5.01(a) or 5.01(b):




(1) the Company, such Subsidiary Guarantor or the Surviving Person, as applicable, will
cause such amendments or other instruments to be filed and recorded in such jurisdictions as
may be required by applicable law to preserve and protect the Lien of the Security Documents
on the Collateral owned by or transferred to such Person, together with such financing
statements as may be required to perfect any security interests in such Collateral which may
be perfected by the filing of a financing statement under the Uniform Commercial Code of the
relevant jurisdictions;




(2) the Collateral owned by or transferred to the Company, such Subsidiary Guarantor or
such Surviving Person, as applicable, shall: (a) continue to constitute Collateral under
this Indenture and the Security Documents; and (b) not be subject to any Lien other than
Permitted Liens; and




(3) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such transaction and, if a supplemental indenture or
supplemental Security Documents are required in connection with such transaction, such
supplemental indenture and Security Documents, comply with the applicable provisions of this
Indenture, that all conditions precedent in this Indenture relating to such transaction have
been satisfied and that such supplemental indenture and Security Documents are enforceable,
subject to customary qualifications.




	 	 	 	Section 5.02. Successor Person Substituted.





Upon any consolidation or merger, or any transfer of all or substantially all of the assets of
the Company or any Subsidiary Guarantor in accordance with Section 5.01 above, the successor
corporation formed by such consolidation or into which the Company or such Subsidiary Guarantor is
merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise
every right and of, the Company or such Subsidiary Guarantor under this Indenture and the
applicable Security Documents with the same effect as if such successor corporation had been named
as the Company or such Subsidiary Guarantor herein and therein, and thereafter the predecessor
corporation shall be relieved of all obligations and covenants under this Indenture, the Security
Documents and the Notes.



ARTICLE 6




DEFAULTS AND REMEDIES





	 	 	 	Section 6.01. Events of Default.





An “Event of Default” occurs if




(1) there is a default in the payment of any interest on any Note when the same becomes
due and payable and the default continues for a period of 30 days;




(2) there is a default in the payment of any principal of, or premium, if any, on the
Notes when the same becomes due and payable at its Stated Maturity, upon acceleration,
redemption, optional redemption, required repurchase or otherwise;




(3) the Company or any Subsidiary Guarantor defaults in the observation or performance
of its obligations under the provisions of Section 5.01 or 5.02 hereof;




(4) the Company or any Subsidiary Guarantor defaults in the observance or performance
of any other covenant or agreement in the Notes, this Indenture or the Security Documents
(other than a failure that is the subject of the foregoing clauses (1), (2) or (3)) for 60
days after the Company receives written notice thereof specifying the default from the
Trustee or the Holders of not less than 25% of the aggregate principal amount of the Notes
then outstanding;




(5) there is a default under any Debt (other than the Existing Preferred Stock and any
Disqualified Capital Stock issued to refinance Existing Preferred Stock, the terms of which
provide for substantially the same remedies to the holders thereof upon a failure to pay any
amount due upon redemption as the terms of the Existing Preferred Stock so refinanced) by
the Company or any Restricted Subsidiary that results in acceleration of the maturity of
such Debt, or failure to pay any such Debt at maturity, in an aggregate amount of Debt
greater than $10.0 million or its foreign currency equivalent at the time; provided that,
for purposes of this clause (5) only, any Interest Rate Agreement constituting Permitted
First Priority Obligations shall, to the extent then due and payable, be deemed to be Debt
in an amount equal to such then due and payable amount;




(6) any judgment or judgments for the payment of money in an aggregate amount in excess
of $10.0 million (or its foreign currency equivalent at the time) shall be rendered against
the Company or any Restricted Subsidiary thereof and shall not be waived, satisfied or
discharged for any period of 60 consecutive days during which a stay of enforcement of such
judgment shall not be in effect;




(7) the Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:




(A) commences a voluntary case,




(B) consents to the entry of an order for relief against it in an involuntary
case,




(C) consents to the appointment of a Custodian of it or for all or
substantially all of its property,




(D) makes a general assignment for the benefit of its creditors, or




(E) generally is not paying its debts as they become due;




(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




(A) is for relief against the Company or any Significant Subsidiary in an
involuntary case,




(B) appoints a Custodian of the Company or any Significant Subsidiary or for
all or substantially all of the property of the Company or any Significant
Subsidiary, or




(C) orders the liquidation of the Company or any Restricted Subsidiary,



and the order or decree remains unstayed and in effect for 60 days;




(9) Subsidiary Guarantees provided by Subsidiary Guarantors that individually or
together would constitute a Significant Subsidiary cease to be in full force and effect
(other than in accordance with the terms of such Subsidiary Guarantees) or any Subsidiary
Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee; or




(10) so long as the Security Documents have not otherwise been terminated in accordance
with their terms or the Collateral as a whole of the Company or any Subsidiary Guarantor has
not otherwise been released from the Lien of the Security Documents in accordance with the
terms thereof and the Intercreditor Agreement, (a) default by the Company or any such
Subsidiary Guarantor in the performance of the Security Documents which adversely affects
the enforceability, validity, perfection or priority of the Lien on the Collateral securing
the Obligations under this Indenture and the Notes or which adversely affects the condition
or value of the Collateral, in each case taken as a whole, in any material respect, (b)
repudiation or disaffirmation by the Company or any of such Subsidiary Guarantors that
individually or together would constitute a Significant Subsidiary of its obligations under
the Security Documents or (c) the determination in a judicial proceeding that all or any
material portion of the Security Documents, taken as a whole, are unenforceable or invalid,
for any reason, against the Company or any of such Subsidiary Guarantors that individually
or together would constitute a Significant Subsidiary.



The term “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or state law for
the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.




	 	 	 	Section 6.02. Acceleration.





If an Event of Default (other than an Event of Default arising under Section 6.01(7) or (8)
with respect to the Company) occurs and is continuing, the Trustee, by notice to the Company, or
the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding, may,
by written notice to the Company and the Trustee, declare to be immediately due and payable the
entire principal amount of all the Notes then outstanding plus accrued but unpaid interest to the
date of acceleration and such amounts shall become immediately due and payable. In case an Event
of Default specified in Section 6.01(7) or (8) with respect to the Company occurs, such principal,
premium, if any, and interest with respect to all of the Notes shall be due and payable immediately
without any declaration or other act on the part of the Trustee or the Holders of the Notes. After
any such acceleration but before a judgment or decree based on acceleration is obtained by the
Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes (by
notice to the Trustee) may rescind and cancel such acceleration and its consequences if (i) all
existing Events of Default, other than the nonpayment of accelerated principal, premium, if any, or
interest that has become due solely because of the acceleration, have been cured or waived, (ii) to
the extent the payment of such interest is lawful, interest (at the same rate specified in the
Notes) on overdue installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid, (iii) the Company has paid the Trustee its
reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances,
(iv) the rescission would not conflict with any judgment or decree of a court of competent
jurisdiction and (v) in the event of the cure or waiver of a Default or Event of Default described
in Section 6.01(7) or (8), the Trustee has received an Officers’ Certificate and an Opinion of
Counsel that such Default or Event of Default has been cured or waived. No such rescission shall
affect any subsequent Default or impair any right consequent thereto.




	 	 	 	Section 6.03. Other Remedies.





If an Event of Default occurs and is continuing, the Trustee may (i) pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of or premium, if any,
and interest on the Notes or to enforce the performance of any provision of the Notes or this
Indenture, (ii) take any necessary action requested of it as Trustee to settle, compromise, adjust
or otherwise conclude any proceedings to which it is a party or (iii) subject to the terms of the
Intercreditor Agreement, instruct the Collateral Agent to exercise any available remedies under the
Security Documents.



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. No remedy is exclusive
of any other remedy. All available remedies are cumulative.




	 	 	 	Section 6.04. Waiver of Past Defaults and Events of Default.





Subject to Sections 6.02, 6.07 and 8.02 hereof, the Holders of a majority in aggregate
principal amount of the Notes then outstanding have the right to waive any existing Default or
Event of Default or compliance with any provision of this Indenture, the Security Documents or the
Notes. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereto.




	 	 	 	Section 6.05. Control by Majority.





The Holders of a majority in aggregate principal amount of the Notes then outstanding may
direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or, subject to the terms of the Intercreditor Agreement, the Collateral Agent or exercising
any trust or power conferred on the Trustee or, subject to the terms of the Intercreditor
Agreement, the Collateral Agent by this Indenture or the Security Documents. The Trustee shall not
be required to take any action at the direction of the Holders until such Holders have provided an
indemnity reasonably satisfactory to the Trustee. The Trustee may refuse to follow any direction
that conflicts with law, this Indenture, the Security Documents or the Intercreditor Agreement or
that the Trustee determines may be unduly prejudicial to the rights of another Holder not taking
part in such direction, and the Trustee shall have the right to decline to follow any such
direction if the Trustee, being advised by counsel, determines that the action so directed may not
lawfully be taken or if the Trustee in good faith shall, by a Responsible Officer, determine that
the proceedings so directed may involve it in personal liability; provided that the Trustee may
take any other action deemed proper by it which is not inconsistent with such direction.




	 	 	 	Section 6.06. Limitation on Suits.





Subject to Section 6.07 below, a Holder may not institute any proceeding with respect to this
Indenture or any Security Document, or for the appointment of a receiver or trustee, or pursue any
remedy with respect to this Indenture, any Security Document or the Notes unless:




(1) such Holder has previously given to the Trustee written notice of a continuing
Event of Default;




(2) the registered Holders of at least 25% in aggregate principal amount of the Notes
then outstanding have made written request and offered indemnity to the Trustee reasonably
satisfactory to the Trustee to institute such proceeding as trustee; and




(3) the Trustee shall not have received from the registered Holders of a majority in
aggregate principal amount of the Notes then outstanding a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.



A Holder may not use this Indenture or the Security Documents to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.




	 	 	 	Section 6.07. Rights of Holders to Receive Payment.





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




	 	 	 	Section 6.08. Collection Suit by Trustee.





If an Event of Default in payment of principal, premium or interest specified in Section
6.01(l) or (2) hereof occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Company or the Subsidiary Guarantors (or any other
obligor on the Notes) for the whole amount of unpaid principal, premium and accrued interest
remaining unpaid, together with interest on overdue principal, premium and, to the extent that
payment of such interest is lawful, interest on overdue installments of interest, in each case at
the rate provided in the Notes, and such further amounts as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee and its agents and counsel.




	 	 	 	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 in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company or the Subsidiary Guarantors
(or any other obligor upon the Notes), its creditors or its property and the Trustee shall be
entitled and empowered to collect and receive any monies or other property payable or deliverable
on any such claims or pursuant to the Security Documents and to distribute the same after deduction
of its charges and expenses to the extent that any such charges and expenses are not paid out of
the estate in any such proceedings and each custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.



Nothing herein contained shall be deemed to authorize the Trustee or the Collateral Agent to
authorize or consent to or 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 thereof, or
to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.




	 	 	 	Section 6.10. Priorities.





(a) If the Trustee collects any money pursuant to this Article 6 from the Company or from the
Collateral Agent pursuant to Article VIII of the Security Agreement in respect of the Collateral of
the Company, it shall pay out the money in the following order:




(1) FIRST: to the Trustee for amounts due under Section 7.07 hereof;




(2) SECOND: to Holders for due and unpaid amounts of principal, premium, if any, and
interest on the Notes, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes held by each Holder;




(3) THIRD: to the Company or as a court of competent jurisdiction may direct.



(b) If the Trustee collects any money pursuant to this Article 6 from any Subsidiary Guarantor
or from the Collateral Agent pursuant to Article VIII of the Security Agreement in respect of the
Collateral of any Subsidiary Guarantor, it shall pay out the money in the following order:




(1) FIRST: to the Trustee for amounts due under Section 7.07 hereof;




(2) SECOND: to Holders for all due and unpaid amounts of premium, if any, and interest
on the Guaranteed Amount of Notes, ratably, without preference or priority of any kind,
according to the amounts of premium and interest due and payable on the Notes held by each
Holder;




(3) THIRD: to Holders for principal of, and any other Obligations in respect of, the
Guaranteed Amount of Notes, ratably, without preference or priority of any kind, according
to the principal amount of Notes held by each Holder; and




(4) FOURTH: to the applicable Subsidiary Guarantor or as a court of competent
jurisdiction may direct.



(c) The Trustee may fix a record date and payment date for any payment to Holders pursuant to
this Section 6.10.




	 	 	 	Section 6.11. Undertaking for Costs.





In any suit for the enforcement of any right or remedy under this Indenture or the Security
Documents or in any suit against the Trustee for any action taken or omitted by it as 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
hereof or a suit by Holders of more than 10% in aggregate principal amount of the Notes then
outstanding.



ARTICLE 7




TRUSTEE





	 	 	 	Section 7.01. Duties of Trustee.





(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture and the Security Documents and use the same
degree of care and skill in their exercise as a prudent person would exercise under the same
circumstances in the conduct of such person’s own affairs.



(b) Except during the continuance of an Event of Default:




(1) The Trustee need perform only those duties that are specifically set forth in this
Indenture and the Security Documents and no others shall be inferred or implied.




(2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to it and conforming to the applicable requirements of
this Indenture or the Security Documents but, 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 may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




(1) This paragraph does not limit the effect of paragraph (b) of this Section 7.01.




(2) The Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts.




(3) 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 received by it pursuant to Section 6.02 or
6.05 hereof.




(4) No provision of this Indenture or the Security Documents shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its rights or powers if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity satisfactory to it against such risk or
liability is not reasonably assured to it.



(d) Whether or not therein expressly so provided, as between the Holders of the Notes, on the
one hand, and the Trustee, on the other hand, paragraphs (a), (b) and (c) of this Section 7.01
shall govern every provision of this Indenture and the Security Documents that in any way relates
to the Trustee.



(e) The Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity reasonably satisfactory to it against any loss, liability, expense or fee.



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



(g) Each Holder of a Note, by acceptance of such Note, consents to the terms of the Security
Documents (including the Intercreditor Agreement) and appoints the Trustee to act as the Authorized
Representative of the Holders of Notes with respect to the Security Documents and agrees that the
Trustee and such Holder shall comply with the terms thereof applicable to such Persons.




	 	 	 	Section 7.02. Rights of Trustee.





Subject to Section 7.01 hereof:




(1) The Trustee may rely on any document reasonably believed by it 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 and the Trustee need not ascertain whether any
Station Appraisal meets the requirements of the definition thereof.




(2) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of
Section 12.04 hereof. The Trustee shall be protected and shall not be liable for any action
the Trustee takes or omits to take in good faith in reliance on such certificate or opinion.




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




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




(5) The Trustee may consult with counsel of its selection, and the advice or opinion of
such counsel as to matters of law shall be full and complete authorization and protection
from liability in respect of any action taken, omitted or suffered by the Trustee hereunder
in good faith and in accordance with the advice or opinion of such counsel.




(6) The Trustee shall be under no obligation to exercise any of the rights or powers
vested in the Trustee by this Indenture or the Security Documents at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against the costs,
expenses and liabilities which might be incurred by the Trustee in compliance with such
request or direction.




(7) The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
appraisal, request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further investigation, it shall be entitled to examine
the books, records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company, and shall incur no liability or additional liability of any kind
by reason of such inquiry or investigation.




(8) The Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the Trustee at its
address provided in Section 12.01, and such notice references the Notes, the Security
Documents and this Indenture.




(9) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, the Trustee’s right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in such capacity hereunder and under the Security
Documents, as applicable, and each agent, custodian and other Person employed to act
hereunder.




(10) The Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and titles of officers authorized at such time to take
specified actions pursuant to this Indenture and the Security Documents, which Officers’
Certificate may be signed by any person authorized to sign an Officers’ Certificate,
including any person specified as so authorized in any such certificate previously delivered
and not superseded.




(11) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of
profit) irrespective of whether the Trustee has been advised of the likelihood of such loss
or damage and regardless of the form of action.




	 	 	 	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 make loans to, accept deposits from, perform services for or otherwise deal with the
Company or any Subsidiary Guarantor, or any Affiliates thereof, with the same rights it would have
if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, shall
be subject to Sections 7.10 and 7.11 hereof.




	 	 	 	Section 7.04. Trustee’s Disclaimer.





The Trustee does not make any representation as to the validity or adequacy of this Indenture,
the Security Documents or the Notes, and the Trustee shall not be accountable for the Company’s use
of the proceeds from the sale of Notes or any money paid to the Company pursuant to the terms of
this Indenture or be responsible for any statement in the Notes other than its certificate of
authentication.




	 	 	 	Section 7.05. Notice of Defaults.





If a Default occurs and is continuing and if it is actually known to a Responsible Officer of
the Trustee, the Trustee shall mail to each Holder notice of the Default within 90 days after it
occurs. Except in the case of a Default in payment of the principal of, or premium, if any, or
interest on any Note the Trustee may withhold the notice if and so long as the board of directors
of the Trustee, the executive committee or any trust committee of such board and/or its Responsible
Officers in good faith determine(s) that withholding the notice is in the interests of the Holders.




	 	 	 	Section 7.06. Reports by Trustee to Holders.





If required by TIA § 313(a), within 60 days after May 15 of any year, commencing the May 15
following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as
of such May 15 that complies with TIA § 313(a). The Trustee also shall comply with TIA §
313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313 (c) and
TIA § 313(d).



Reports pursuant to this Section 7.06 shall be transmitted by mail:




(a) to all registered Holders of Notes, as the names and addresses of such Holders
appear on the Registrar’s books; and




(b) to such Holder of Notes as have, within the two years preceding such transmission,
filed their names and addresses with the Trustee for that purpose.



A copy of each report at the time of its mailing to Holders shall be filed with the Commission
to the extent the Commission will accept such filing.




	 	 	 	Section 7.07. Compensation and Indemnity.





The Company and the Subsidiary Guarantors shall pay to the Trustee from time to time such
compensation as shall be agreed in writing between the Company and the Trustee, for its services
hereunder (which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust). The Company and the Subsidiary Guarantors shall
reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred
or made by the Trustee in connection with its duties under this Indenture or the Security
Documents, including the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel.



The Company and the Subsidiary Guarantors, jointly and severally, shall indemnify the Trustee
and any predecessor Trustee and their agents for, and hold them harmless against, any and all loss,
damage, claim, liability or reasonable expense, including taxes (other than taxes based on the
income of the Trustee) incurred by any of them in connection with the acceptance or performance of
their duties under this Indenture and the Security Documents, including the reasonable costs and
expenses of defending themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder or thereunder (including, without
limitation, settlement costs). The Trustee shall notify the Company and the Subsidiary Guarantors
in writing promptly of any claim asserted against the Trustee of which a Responsible Officer has
received written notice for which it may seek indemnity. However, the failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations hereunder except to the extent
the Company is prejudiced thereby.



Notwithstanding the foregoing, the Company and the Subsidiary Guarantors need not reimburse
the Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee
through its own negligence or willful misconduct. To secure the payment obligations of the Company
and the Subsidiary Guarantors in this Section 7.07, the Trustee shall have a lien prior to the
Notes on all money or property held or collected by the Trustee except such money or property held
in trust to pay principal of and interest on particular Notes.



When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services are
intended to constitute expenses of administration under any Bankruptcy Law.



For purposes of this Section 7.07, the term “Trustee” shall include any trustee appointed
pursuant to Article 9. The benefits of this Section 7.07 shall survive termination of this
Indenture.




	 	 	 	Section 7.08. Replacement of Trustee.





The Trustee may resign by so notifying the Company and the Subsidiary Guarantors in writing.
The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by
notifying the removed Trustee in writing and may appoint a successor Trustee with the Company’s
written consent, which consent shall not be unreasonably withheld. The Company may remove the
Trustee at its election if:




(1) the Trustee fails to comply with Section 7.10 hereof;




(2) the Trustee is adjudged bankrupt or insolvent;




(3) a receiver or other public officer takes charge of the Trustee or its property;




(4) the Trustee otherwise becomes incapable of acting; or




(5) a successor corporation becomes successor Trustee pursuant to Section 7.09 below.



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.



If a successor Trustee does not take office within 30 days after such retiring Trustee resigns
or is removed, the retiring Trustee (at the expense of the Company), the Company or the Holders of
a majority in principal amount of the outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.



If the Trustee fails to comply with Section 7.10 hereof, 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. Immediately following such delivery, the retiring Trustee shall,
subject to its rights under Section 7.07 hereof and payment of its charges hereunder, transfer all
property held by it as Trustee to its successor, 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. A successor Trustee shall mail notice of its succession to each
Holder. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.




	 	 	 	Section 7.09. Successor Trustee by Consolidation, Merger or Conversion.





If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust assets to, another corporation, subject to Section 7.10 hereof, the
successor corporation without any further act shall be the successor Trustee.




	 	 	 	Section 7.10. Eligibility; Disqualification.





This Indenture shall always have a Trustee that satisfies the requirements of TIA § 310(a)(1)
and (2) in every respect. The Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition. The Trustee
shall comply with TIA § 310(b), including the provision in § 310(b)(1).




	 	 	 	Section 7.11. Preferential Collection of Claims Against Company.





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




	 	 	 	Section 7.12. Paying Agents.





The Company shall cause each Paying Agent other than the Trustee to execute and deliver to it
and the Trustee an instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 7.12:




(A) that it will hold all sums held by it as agent for the payment of principal of,
premium, if any, or interest on, the Notes (whether such sums have been paid to it by the
Company or by any obligor on the Notes) in trust for the benefit of Holders of the Notes or
the Trustee;




(B) that it will at any time during the continuance of any Event of Default, upon
written request from the Trustee, deliver to the Trustee all sums so held in trust by it
together with a full accounting thereof; and




(C) that it will give the Trustee written notice within three (3) Business Days of any
failure of the Company (or by any obligor on the Notes) in the payment of any installment of
the principal of, premium, if any, or interest on, the Notes when the same shall be due and
payable.



ARTICLE 8




AMENDMENTS, SUPPLEMENTS AND WAIVERS





	 	 	 	Section 8.01. Without Consent of Holders.





The Company and the Subsidiary Guarantors, when authorized by a Board Resolution of each of
them, and the Trustee (and, in the case of the Security Documents, any other Person whose consent
is required thereunder) may amend or supplement this Indenture, the Security Documents or the Notes
without notice to or consent of any Holder:




(1) to cure any ambiguity, omission, defect or inconsistency;




(2) to provide for the assumption by a successor corporation of the obligations of the
Company or the Subsidiary Guarantors under the Indenture, the Notes and the Security
Documents, as applicable, under Section 5.01;




(3) to provide for uncertificated Notes in addition to or in place of certificated
Notes (provided that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described
in Section 163(f)(2)(B) of the Code);




(4) to provide for additional Guarantees with respect to the Notes or release
Subsidiary Guarantors from Subsidiary Guarantees in accordance with Section 10.05;




(5) to provide additional security for the Notes, add to the covenants of the Company
for the benefit of the Holders of the Notes or surrender any right or power conferred upon
the Company; or




(6) to make any change that does not adversely affect the rights of any Holder of the
Notes.



The Trustee is hereby authorized to join with the Company and the Subsidiary Guarantors in the
execution of any supplemental indenture or supplement to the Security Documents authorized or
permitted by the terms of this Indenture or the Security Agreement and to make any further
appropriate agreements and stipulations which may be therein contained, but the Trustee shall not
be obligated to enter into any such supplemental indenture which affects its own rights, duties or
immunities under this Indenture.




	 	 	 	Section 8.02. With Consent of Holders.





Subject to Section 6.04, the Company, the Trustee (and, in the case of the Security Documents,
any other Person whose consent is required thereunder) and the Subsidiary Guarantors, with the
consent of the registered Holders of a majority in aggregate principal amount of the Notes then
outstanding (including consents obtained in connection with a tender offer or exchange offer for
the Notes) may amend this Indenture and may waive any past default or compliance with any
provisions (except a default in the payment of principal, premium or interest). The Holders of not
less than a majority in aggregate principal amount of the outstanding Notes may waive compliance in
a particular instance by the Company or its Restricted Subsidiaries with any provision of this
Indenture, the Security Documents or the Notes without notice to any Holder. Subject to Section
8.03, without the consent of each Holder, however, an amendment, supplement or waiver, including a
waiver pursuant to Section 6.04, may not:




(1) reduce the amount of Notes whose Holders must consent to an amendment or waiver to
this Indenture, the Security Documents or the Notes;




(2) reduce the rate of or change the time for payment of interest on any Note or amend
the definitions relating to interest in the Notes;




(3) reduce or forgive the principal or extend the Stated Maturity of any Note;




(4) make any Note payable in money other than that stated in the Note;




(5) impair the right of any Holder of the Notes to receive payment of principal of and
interest on such Holder’s Notes on or after the due dates therefor or to institute suit for
the enforcement of any payment on or with respect to such Holder’s Notes or any Subsidiary
Guarantee;




(6) release any Subsidiary Guarantee or release all or substantially all of the
Collateral other than pursuant to the terms of this Indenture or the Security Documents;




(7) reduce the premium payable upon the redemption of any Note or change the time at
which any Note may be redeemed under Article 3 or Article 4;




(8) at any time after the Company is obligated to make a Change of Control Offer, a
Prepayment Offer with the Excess Proceeds from Asset Sales, an Event of Loss Offer with the
Excess Loss Proceeds from an Event of Loss, a Principal Station Prepayment Offer with the
Net Available Cash from an Asset Sale of a Principal Station or a Coverage Ratio Offer,
change the time at which such Change of Control Offer, Prepayment Offer, Event of Loss
Offer, Principal Station Prepayment Offer or Coverage Ratio Offer must be made or at which
the Notes must be repurchased pursuant thereto;




(9) make any change to the ranking of the Notes or the Indenture that would adversely
affect the Holders of the Notes; or




(10) make any change in any Subsidiary Guarantee or Security Document that would
adversely affect the Holders of the Notes.



Without the consent of Holders of at least 90% of the aggregate principal amount of the Notes
then outstanding, no such amendment may release all or substantially all of the Collateral securing
the Notes other than pursuant to the terms of this Indenture or the Security Agreement.



Without the consent of Holders of at least 75% in aggregate principal amount of the Notes then
outstanding, no amendment may reduce for any purpose under this Indenture any required level for
the Station Value Coverage Ratio.



After an amendment, supplement or waiver under this section becomes effective, the Company
shall mail to the Holders a notice briefly describing the amendment, supplement or waiver;
provided, however, the failure to give such notice to all Holders of the Notes, or any defect
therein, will not impair or affect the validity of the amendment.



Upon the request of the Company, accompanied by a Board Resolution authorizing the execution
of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably
satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the
Trustee of the documents described above or in Section 8.05 hereof, the Trustee shall join with the
Company and the Subsidiary Guarantors in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture,
in which case the Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.



The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have become effective by
virtue of the requisite percentage having been obtained prior to the date which is 90 days after
such record date, any such consent previously given shall automatically and without further action
by any Holder be canceled and of no further effect.



It shall not be necessary for the consent of the Holders under this Section 8.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.




	 	 	 	Section 8.03. Revocation and Effect of Consents.





Until an amendment, supplement, waiver or other action becomes effective, a consent to it by a
Holder of a Note is a continuing consent conclusive and binding upon such Holder and every
subsequent Holder of the same Note or portion thereof, and of any Note issued upon the transfer
thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on
any such Note. Any such Holder or subsequent Holder, however, may revoke the consent as to his
Note or portion of a Note, if the Trustee receives the notice of revocation before the date the
amendment, supplement, waiver or other action becomes effective.



Subject to the approval requirements of Section 8.02, after an amendment, supplement, waiver
or other action becomes effective, it shall bind every Holder. In the case of any amendment,
supplement or waiver specified in clauses (1) through (10) of the first paragraph of Section 8.02
or the second or third paragraphs of Section 8.02, the amendment, supplement, waiver or other
action shall bind each Holder of a Note who has consented to it and every subsequent Holder of a
Note or portion of a Note that evidences the same debt as the consenting Holder’s Note.




	 	 	 	Section 8.04. Notation on or Exchange of Notes.





If an amendment, supplement, or waiver changes the terms of a Note, the Trustee may request
the Holder of the Note to deliver it to the Trustee. In such case, the Trustee shall place an
appropriate notation on the Note about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note
shall issue and the Trustee shall authenticate a new security that reflects the changed terms.
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 8.05. Trustee to Sign Amendments, etc.





The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article
8 if the amendment, supplement or waiver does not affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or
refusing to sign such amendment, supplement or waiver the Trustee shall be provided with and,
subject to Section 7.01 hereof, shall be fully protected in relying upon an Officers’ Certificate
and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or
permitted by this Indenture. The Company or any Subsidiary Guarantor may not sign an amendment or
supplement until the Board of Directors of the Company or such Subsidiary Guarantor, as
appropriate, approves it.



ARTICLE 9




DISCHARGE OF INDENTURE; DEFEASANCE





	 	 	 	Section 9.01. Discharge of Indenture.





The Indenture will be discharged and will cease to be of further effect (except as to rights
of registration of transfer or exchange of Notes which shall survive until all Notes have been
canceled) as to all outstanding Notes when either




(i) all Notes that have been authenticated and delivered (except lost, stolen or
destroyed Notes which have been replaced or paid and any such Notes for the payment of which
money has been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from this trust) have been delivered to the
Trustee for cancellation, or




(ii) the following conditions are met:




(a) all Notes not delivered to the Trustee for cancellation otherwise (i) have
become due and payable, (ii) will become due and payable, or may be called for
redemption, within one year or (iii) have been called for redemption pursuant to
Paragraph 5 of the Notes and, in any case, the Company has irrevocably deposited or
caused to be deposited with the Trustee as trust funds, in trust solely for the
benefit of the holders of outstanding Notes, U.S. legal tender, U.S. Government
Obligations or a combination thereof, in such amounts as will be sufficient (without
consideration of any reinvestment of interest) to pay and discharge the entire Debt
(including all principal and accrued interest) on any Notes not theretofore
delivered to the Trustee for cancellation,




(b) the Company has paid all sums payable with respect to the Notes,




(c) the Company has delivered irrevocable instructions to the Trustee to apply
the deposited money toward the payment of the Notes at maturity or on the date of
redemption, as the case may be, and




(d) the Company has delivered an Officers’ Certificate and an Opinion of
Counsel to the Trustee stating that the conditions to satisfaction and discharge of
this Indenture set forth above have been complied with.



After such delivery the Trustee upon request shall acknowledge in writing the discharge of the
Company’s and the Subsidiary Guarantors’ obligations under the Notes, the Subsidiary Guarantees and
this Indenture except for those surviving obligations specified below and the Trustee shall provide
notice thereof to the Collateral Agent as provided in Section 11.07.



Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company in Sections 7.07, 9.05 and 9.06 hereof shall survive such satisfaction and discharge.




	 	 	 	Section 9.02. Legal Defeasance.





The Company may at its option, by Board Resolution, be discharged from its obligations with
respect to the Notes and the Subsidiary Guarantors discharged from their obligations under the
Subsidiary Guarantees on the date the conditions set forth in Section 9.04 below are satisfied
(hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented by the Notes and to
have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes
are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.06
hereof, execute proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of
outstanding Notes to receive solely from the trust funds described in Section 9.04 hereof and as
more fully set forth in such Section, payments in respect of the principal of, premium, if any, and
interest on such Notes when such payments are due, (B) the Company’s obligations with respect to
the Notes under Sections 2.1 through 2.10 hereof, Section 2.13 hereof and Section 4.19 hereof, (C)
the rights, powers, trusts, duties, and immunities of the Trustee and Collateral Agent hereunder
(including claims of, or payments to, the Trustee and the Collateral Agent under or pursuant to
Section 7.07 hereof) and (D) this Article 9. If the Company exercises its Legal Defeasance option,
payment of the Notes may not be accelerated because of an Event of Default with respect thereto and
each Subsidiary Guarantor will be released from all of its obligations under its Subsidiary
Guarantee. Subject to compliance with this Article 9, the Company may exercise its option under
this Section 9.02 with respect to the Notes notwithstanding the prior exercise of its option under
Section 9.03 below with respect to the Notes.




	 	 	 	Section 9.03. Covenant Defeasance.





At the option of the Company, pursuant to a Board Resolution, the Company and the Subsidiary
Guarantors shall be released from (A) their respective obligations under Sections 4.02 through
4.18, inclusive and 4.20 through 4.26, inclusive, (B) the operation of Sections 6.01(5) through (8)
inclusive and 6.01(10), and (C) the Company’s obligations under Section 5.01(a)(5) with respect to
the outstanding Notes on and after the date the conditions set forth in Section 9.04 hereof are
satisfied (hereinafter, “Covenant Defeasance”). For this purpose, such Covenant Defeasance means
that the Company and the Subsidiary Guarantors may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such specified Section or portion
thereof, whether directly or indirectly by reason of any reference elsewhere herein to any such
specified section or portion thereof or by reason of any reference in any such specified Section or
portion thereof to any other provision herein or in any other document, but the remainder of this
Indenture and the Notes shall be unaffected thereby. If the Company exercises its Covenant
Defeasance option, payment of the Notes may not be accelerated because of an Event of Default
specified in Section 6.01(4), Section 6.01(5), (6), (7) or (8) with respect to Significant
Subsidiaries, or Section 6.01(9) or (10) or because of the failure of the Company to comply with
Section 5.01(a)(5). If the Company exercises its Covenant Defeasance option, each Subsidiary
Guarantor will be released from all its obligations under its Subsidiary Guarantee.




	 	 	 	Section 9.04. Conditions to Defeasance or Covenant Defeasance.





The following shall be the conditions to application of Section 9.02 or Section 9.03 hereof to
the outstanding Notes:




(1) the Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall
agree to comply with the provisions of this Article 9 applicable to it) as funds in trust
for the purpose of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Notes, (A) money in an amount, or (B)
U.S. Government Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than the due date of
any payment, money in an amount sufficient, in the opinion of a firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to
pay and discharge, the principal of, premium, if any, and accrued interest on the
outstanding Notes at the maturity date of such principal, premium, if any, or interest, or
on dates for payment and redemption of such principal, premium, if any, and interest
selected in accordance with the terms of this Indenture and of the Notes, without
reinvestment on the deposited U.S. Government Obligations and without reinvestment of any
deposited money;




(2) no Event of Default or Default with respect to the Notes shall have occurred and be
continuing on the date of such deposit or after giving effect to such deposit, or shall have
occurred and be continuing at any time during the period ending on the 123rd day after the
date of such deposit or, if longer, ending on the day following the expiration of the
longest preference period under any Bankruptcy Law applicable to the Company in respect of
such deposit (it being understood that this condition shall not be deemed satisfied until
the expiration of such period);




(3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest for purposes of the TIA with respect to any securities of the Company;




(4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute default under any other agreement or instrument to which the
Company is a party or by which it is bound;




(5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that,
as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the
Trustee will be required to register as an investment company under the Investment Company
Act of 1940, as amended;




(6) in the case of an election under Section 9.02 above, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling to the effect
that or (ii) there has been a change in any applicable Federal income tax law with the
effect that, and such opinion shall confirm that, the Holders of the outstanding Notes or
persons in their positions will not recognize income, gain or loss for Federal income tax
purposes as a result of such Legal Defeasance and will be subject to Federal income tax on
the same amounts, in the same manner, and at the same times as would have been the case if
such Legal Defeasance had not occurred;




(7) in the case of an election under Section 9.03 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the
outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as
a result of such Covenant Defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;




(8) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for relating to
either the Legal Defeasance under Section 9.02 above or the Covenant Defeasance under
Section 9.03 hereof (as the case may be) have been complied with; and




(9) the Company shall have paid or duly provided for payment under terms mutually
satisfactory to the Company and the Trustee all amounts then due to the Trustee pursuant to
Section 7.07 hereof.




	 	 	 	Section 9.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.





All money and U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee pursuant to Section 9.04 hereof in respect of the outstanding Notes shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may determine, to the
Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium,
if any, and accrued interest, but such money need not be segregated from other funds except to the
extent required by law.



The Company and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 9.04 hereof or the principal, premium, if any, and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Notes.



Anything in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or U.S. Government Obligations held
by it as provided in Section 9.04 hereof which, in the opinion of a nationally-recognized firm of
independent public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be deposited to effect
an equivalent Legal Defeasance or Covenant Defeasance.




	 	 	 	Section 9.06. Reinstatement.





If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with Section 9.01, 9.02 or 9.03 hereof 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 and each Subsidiary Guarantor’s obligations under this
Indenture, the Notes and the Subsidiary Guarantees shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 9 until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance with Section 9.01
hereof; provided, however, that if the Company or the Subsidiary Guarantors have made any payment
of principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of
their obligations, the Company or the Subsidiary Guarantors, as the case may be, shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.




	 	 	 	Section 9.07. Moneys Held by Paying Agent.





In connection with the satisfaction and discharge of this Indenture, all moneys then held by
any Paying Agent under the provisions of this Indenture shall, upon demand of the Company, be paid
to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.01 hereof, to the
Company (or, if such moneys had been deposited by the Subsidiary Guarantors, to such Subsidiary
Guarantors), and thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.




	 	 	 	Section 9.08. Moneys Held by Trustee.





Any moneys deposited with the Trustee or any Paying Agent or then held by the Company or the
Subsidiary Guarantors in trust for the payment of the principal of, or premium, if any, or interest
on any Note that are not applied but remain unclaimed by the Holder of such Note for two years
after the date upon which the principal of, or premium, if any, or interest on such Note shall have
respectively become due and payable shall be repaid to the Company (or, if appropriate, the
Subsidiary Guarantors) upon Company Request, or if such moneys are then held by the Company or the
Subsidiary Guarantors in trust, such moneys shall be released from such trust; and the Holder of
such Note entitled to receive such payment shall thereafter, as an unsecured general creditor, look
only to the Company and the Subsidiary Guarantors for the payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Trustee or any such Paying Agent, before being required to make any such
repayment, may, at the expense of the Company and the Subsidiary Guarantors, either mail to each
Holder affected, at the address shown in the register of the Notes maintained by the Registrar
pursuant to Section 2.03 hereof, or cause to be published once a week for two successive weeks, in
a newspaper published in the English language, customarily published each Business Day and of
general circulation in The City of New York, New York, a 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 mailing or publication, any unclaimed balance of such moneys then remaining will be repaid to
the Company. After payment to the Company or the Subsidiary Guarantors or the release of any money
held in trust by the Company or any Subsidiary Guarantors, as the case may be, Holders entitled to
the money must look only to the Company and the Subsidiary Guarantors for payment as general
creditors unless applicable abandoned property law designates another person.



ARTICLE 10




GUARANTEE OF SECURITIES





	 	 	 	Section 10.01. Subsidiary Guarantee.





Subject to the provisions of this Article 10, each Subsidiary Guarantor hereby jointly and
severally unconditionally guarantees to each Holder and to the Trustee, on behalf of the Holders,
(i) the due and punctual payment of the principal of, premium, if any, and interest on the
Guaranteed Amount of Notes, when and as the same shall become due and payable, whether at maturity,
by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of,
and premium, if any, and interest on the Guaranteed Amount of Notes, to the extent lawful, and the
due and punctual performance of all other Obligations of the Company (other than any such
Obligations in respect of the Non-Guaranteed Amount of Notes) to the Holders or the Trustee all in
accordance with the terms of this Indenture, and (ii) in the case of any extension of time of
payment or renewal of the Guaranteed Amount of Notes or any of such other Obligations, that the
same will be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, at stated maturity, by acceleration or otherwise. Each Subsidiary Guarantor
hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of,
and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or
this Indenture, any failure to enforce the provisions of any such Note or this Indenture, any
waiver, modification or indulgence granted to the Company with respect thereto by the Holder of
such Note or the Trustee, or any other circumstances which may otherwise constitute a legal or
equitable discharge of a surety or such Subsidiary Guarantor.



Each Subsidiary Guarantor hereby waives diligence, presentment, filing of claims with a court
in the event of merger or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to any such Note or the Debt evidenced thereby
and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged as
to any such Note except by payment in full of the principal thereof, premium if any, and interest
thereon and as provided in Section 9.01 hereof. Each Subsidiary Guarantor further agrees that, as
between such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other
hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in
Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as
provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith
become due and payable by each Subsidiary Guarantor for the purpose of this Subsidiary Guarantee.
In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration
under Article 6 hereof, the Trustee shall promptly make a demand for payment on all Obligations
under the Subsidiary Guarantee provided for in this Article 10 and not discharged.



The Subsidiary Guarantee set forth in this Section 10.01 shall not be valid or become
obligatory for any purpose with respect to a Note until the certificate of authentication on such
Note shall have been signed by or on behalf of the Trustee.




	 	 	 	Section 10.02. Execution and Delivery of Guarantees.





To evidence the Subsidiary Guarantee set forth in this Article 10, each Subsidiary Guarantor
hereby agrees that a notation of such Subsidiary Guarantee may be placed on each Note authenticated
and made available for delivery by the Trustee and that this Subsidiary Guarantee shall be executed
on behalf of each Subsidiary Guarantor by the manual or facsimile signature of an Officer of each
Subsidiary Guarantor.



Each Subsidiary Guarantor hereby agrees that the Subsidiary Guarantee set forth in Section
10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a
notation of such Subsidiary Guarantee.



If an Officer of a Subsidiary Guarantor whose signature is on the Subsidiary Guarantee no
longer holds that office at the time the Trustee authenticates the Note on which the Subsidiary
Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless.



The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of each
Subsidiary Guarantor.




	 	 	 	Section 10.03. Limitation of Subsidiary Guarantee.





The obligations of each Subsidiary Guarantor pursuant to Section 10.01 are limited to the
maximum amount as will, after giving effect to all other contingent and fixed liabilities of such
Subsidiary Guarantor and after giving effect to any collections from or payments made by or on
behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary
Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this
Indenture, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee
not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each
Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guarantee shall be
entitled to a contribution from each other Subsidiary Guarantor and the Company in a pro rata
amount based on the proportion that the net worth of the Company or the relevant Subsidiary
Guarantor represents relative to the aggregate net worth of the Company and all of the Subsidiary
Guarantors combined.




	 	 	 	Section 10.04. Additional Subsidiary Guarantors.





The Company covenants and agrees that it will cause any Person which becomes obligated to
guarantee the Notes, pursuant to the terms of Section 4.14 hereof, to execute a supplemental
indenture satisfactory in form and substance to the Trustee pursuant to which such Subsidiary
Guarantor shall guarantee the obligations of the Company under this Indenture with respect to the
Guaranteed Amount of Notes in accordance with this Article 10 with the same effect and to the same
extent as if such Person had been named herein as a Subsidiary Guarantor.




	 	 	 	Section 10.05. Release of Subsidiary Guarantor.





A Subsidiary Guarantor shall be released from all of its obligations under its Subsidiary
Guarantee if:




(i) the Company or such Subsidiary Guarantor has sold all or substantially all of the
assets of such Subsidiary Guarantor;




(ii) the Company and its Restricted Subsidiaries have sold all of the Capital Stock of
the Subsidiary Guarantor owned by them, in each case in a transaction in compliance with
Section 4.10, 4.12 or 5.01 hereof (as applicable); or




(iii) the Guaranteed Amount of Notes have been repaid in full and all obligations due
and owing to the Trustee at such time in respect of the Guaranteed Amount of Notes have been
paid;



and in each such case, the Subsidiary Guarantor has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to such transactions have been complied with.



Notwithstanding the foregoing, upon designation of a Restricted Subsidiary as an Unrestricted
Subsidiary in compliance with Section 4.13, such Restricted Subsidiary shall, by execution and
delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any
Subsidiary Guarantee previously made by such Restricted Subsidiary.



ARTICLE 11




COLLATERAL





	 	 	 	Section 11.01. Security Documents; Additional Collateral.





(a) Security Documents. In order to secure the due and punctual payment of the
principal of, premium, if any, and interest on and any other Obligations with respect to the Notes,
in the case of the Company, and the Guaranteed Amount of Notes, in the case of the Subsidiary
Guarantors, when and as the same shall be due and payable, the Company, the Subsidiary Guarantors,
the Collateral Agent and the other parties thereto have simultaneously with the execution of this
Indenture entered into the Security Agreement to create the security interests securing such
obligations.



(b) Additional Collateral. As soon as practicable following the acquisition by the
Company or any Subsidiary Guarantor of any After-Acquired Property, the Company or such Subsidiary
Guarantor shall take all action required by the Security Agreement with respect thereto.




	 	 	 	Section 11.02. Recording, Registration and Opinions.





The Company shall furnish to the Trustee within five Business Days of the anniversary of the
Issue Date in each year, beginning with 2006, an Opinion of Counsel, dated as of such date, either
(i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the
recordings, registrations, filings, re-recordings, re-registrations and refilings of this
Indenture, the Security Documents and all supplemental indentures, financing statements,
continuation statements and other instruments of further assurance as are necessary to maintain the
perfected Liens of the Security Documents securing Permitted Second Priority Obligations under
applicable law in those items of Collateral that can be perfected by the filing, recordings or
registrations and reciting with respect to such Liens on and security interests in the Collateral
the details of such action or referring to prior Opinions of Counsel in which such details are
given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of
Counsel, all financing statements, continuation statements, and other documents have been executed
and filed that are necessary, as of such date and during the succeeding 12 months, fully to
maintain the perfection of the security interests of the Collateral Agent securing Permitted Second
Priority Obligations thereunder and under the Security Documents with respect to the Collateral;
provided that if there is a required filing of a continuation statement or other instrument within
such 12 month period and such continuation statement or other instrument is not effective if filed
at the time of the opinion, such opinion may so state and in that case the Company shall cause a
continuation statement or other instrument to be timely filed so as to maintain such Liens and
security interests securing Permitted Second Priority Obligations and shall provide a further
Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation
statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action
is necessary to maintain such Liens or security interests.




	 	 	 	Section 11.03. Releases of Collateral.





The Company and the Subsidiary Guarantors shall be entitled to obtain a full release of all of
the Collateral from the Liens of the Security Documents securing the Notes and the Subsidiary
Guarantees upon satisfaction and discharge of the Indenture pursuant to Section 9.01, or upon
compliance with the conditions precedent set forth in Article 9 for Legal Defeasance or Covenant
Defeasance. Upon the release of any Subsidiary Guarantor from its obligations under this Indenture
and its Subsidiary Guarantee pursuant to Section 10.05 hereof, such Subsidiary Guarantor shall be
entitled to obtain the release of all of its Collateral from the Liens of the Security Documents
securing the Subsidiary Guarantee of such Subsidiary Guarantor. Upon delivery by the Company to
the Trustee of an Officers’ Certificate and an Opinion of Counsel, each to the effect that such
conditions precedent have been complied with (and which may be the same Officers’ Certificate and
Opinion of Counsel required by Article 9), together with such documentation, if any, as may be
required by the Trustee, the Trustee shall forthwith take all necessary action (at the written
request of and the expense of the Company) to instruct the Collateral Agent to release the Liens
securing the Notes and the Subsidiary Guarantees. The Trustee and the Holders of Notes also
acknowledge that the Collateral may be released from the Liens of the Security Documents as
provided by the Security Agreement and hereby consent to any such release in compliance with the
terms thereof.




	 	 	 	Section 11.04. Authorization of Actions to Be Taken by the Collateral Agent Under the Security
Documents.





The Holders of Notes agree that the Collateral Agent shall be entitled to the protections
provided to the Collateral Agent by the Security Agreement (including the Intercreditor Agreement).
Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of and
authorizes and directs the Trustee (in each of its capacities) and Collateral Agent to enter into
the Security Documents in each of its capacities thereunder.




	 	 	 	Section 11.05. Authorization of Receipt of Funds by the Trustee Under the Security
Agreement.





The Trustee is authorized to receive any funds for the benefit of Holders distributed under
the Security Agreement to the Trustee, to apply such funds as provided in this Indenture and to
make further distributions of such funds in accordance with the provisions of Section 6.10.




	 	 	 	Section 11.06. Powers Exercisable by Receiver or Collateral Agent.





In case the Collateral shall be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in this Article 11 upon the Company or any Subsidiary Guarantor, as
applicable, with respect to the release, sale or other disposition of such Property may be
exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall
be deemed the equivalent of any similar instrument of the Company or any Subsidiary Guarantor, as
applicable, or of any officer or officers thereof required by the provisions of this Article 11.



ARTICLE 12




MISCELLANEOUS





	 	 	 	Section 12.01. Notices.





Any notice or communication shall be given in writing and delivered in person, sent by
facsimile, delivered by commercial courier service or mailed by first-class mail, postage prepaid,
addressed as follows:




	 	 	 	If to the Company or any Subsidiary Guarantor:





	 
	Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, Florida 33401
Attention:Chief Financial Officer
General Counsel








	 	 	 	Copy to:





	 	 	 	 	 
	Holland & Knight LLP
222 Lakeview Avenue
Suite 1000
	 	 	 	 
	West Palm Beach, Florida 33401

	Attention:
	 	David L. Perry, Esq.








	 	 	 	If to the Trustee:





	 	 	 
	The Bank of New York Trust Company, NA

	 
	 	 
	10161 Centurion Parkway

Jacksonville, Florida 32256

Attention:

Facsimile:

	 	



Corporate Trust Administration

(904) 645-1921






Such notices or communications shall be effective when received and shall be sufficiently
given if so given within the time prescribed in this Indenture.



The Company, the Subsidiary Guarantors or the Trustee by written notice to the others may
designate additional or different addresses for subsequent notices or communications.



Any notice or communication mailed to a Holder shall be mailed to him by first-class mail,
postage prepaid, at his address shown on the register kept 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 to a Holder is mailed in
the manner provided above, it shall be deemed duly given, whether or not the addressee receives it.



In case by reason of the suspension of regular mail service, or by reason of any other cause,
it shall be impossible to mail any notice as required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee shall constitute a sufficient
mailing of such notice.




	 	 	 	Section 12.02. Communications by Holders with Other Holders.





Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture, the Security Documents or the Notes. The Company, the Subsidiary
Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).




	 	 	 	Section 12.03. Certificate and Opinion as to Conditions Precedent.





Upon any request or application by the Company or any Subsidiary Guarantor to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:




(1) an Officers’ Certificate (which shall include the statements set forth in Section
12.04 below) stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with; and




(2) except in the case of the issuance of the Notes on the Issue Date, an Opinion of
Counsel (which shall include the statements set forth in Section 12.04 below) stating that,
in the opinion of such counsel, all such conditions precedent have been complied with.




	 	 	 	Section 12.04. Statements Required in Certificate and Opinion.





Each certificate and opinion with respect to compliance with a condition or covenant provided
for in this Indenture 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, it or he has made such examination
or investigation as is necessary to enable it or 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 or not, in the opinion of such Person, such covenant or
condition has been complied with.




	 	 	 	Section 12.05. When Treasury Notes Disregarded.





In determining whether the Holders of the required aggregate principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Company, any Subsidiary Guarantor
or any other obligor on the Notes or by any Affiliate of any of them shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes which a Responsible Officer of the Trustee actually knows
are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall
not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to the Notes and that the pledgee is not the Company, a Subsidiary
Guarantor or any other obligor upon the Notes or any Affiliate of any of them.




	 	 	 	Section 12.06. Rules by Trustee and Agents.





The Trustee may make reasonable rules for action by or meetings of Holders. The Registrar and
Paying Agent may make reasonable rules for their functions.




	 	 	 	Section 12.07. Business Days; Legal Holidays.





A “Business Day” is a day that is not a Legal Holiday. A “Legal Holiday” is a Saturday, a
Sunday, a federally-recognized holiday or a day on which banking institutions are not required to
be open in the State of New York. If a payment date is a Legal Holiday at a place of payment,
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. Governing Law.





THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW. EACH
OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.




	 	 	 	Section 12.09. No Adverse Interpretation of Other Agreements.





This Indenture may not be used to interpret another indenture, loan, security or debt
agreement of the Company or any subsidiary thereof. No such indenture, loan, security or debt
agreement may be used to interpret this Indenture.




	 	 	 	Section 12.10. No Recourse Against Others.





No recourse for the payment of the principal of, premium, if any, or interest on any of the
Notes, or for any claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company or any Subsidiary Guarantor in this
Indenture or the Security Documents or in any supplemental indenture, or in any of the Notes, or
because of the creation of any Debt represented thereby, shall be had against any stockholder,
officer, director or employee, as such, past, present or future, of the Company or of any successor
corporation or against the Property or assets of any such stockholder, officer, employee or
director, either directly or through the Company or any Subsidiary Guarantor, or any successor
corporation thereof, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the Notes are solely obligations of the Company and the Subsidiary Guarantors, and
that no such personal liability whatever shall attach to, or is or shall be incurred by, any
stockholder, officer, employee or director of the Company or any Subsidiary Guarantor, or any
successor corporation thereof, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this Indenture or the
Notes or implied therefrom, and that any and all such personal liability of, and any and all claims
against every stockholder, officer, employee and director, are hereby expressly waived and released
as a condition of, and as a consideration for, the execution of this Indenture and the issuance of
the Notes. It is understood that this limitation on recourse is made expressly for the benefit of
any such shareholder, employee, officer or director and may be enforced by any of them.




	 	 	 	Section 12.11. Successors.





All agreements of the Company and the Subsidiary Guarantors in this Indenture, the Security
Documents and the Notes shall bind their respective successors. All agreements of the Trustee, any
additional trustee and any Paying Agents in this Indenture shall bind its successor.




	 	 	 	Section 12.12. Multiple Counterparts.





The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall
be deemed an original, but all of them together represent one and the same agreement.




	 	 	 	Section 12.13. Table of Contents, Headings, etc.





The table of contents, cross-reference sheet 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
hereof, and shall in no way modify or restrict any of the terms or provisions hereof.




	 	 	 	Section 12.14. Separability.





Each provision of this Indenture shall be considered separable and if for any reason any
provision which is not essential to the effectuation of the basic purpose of this Indenture or 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.




	 	 	 	Section 12.15. Waiver of Jury Trial.





EACH OF THE ISSUER, THE SUBSIDIARY GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.




	 	 	 	Section 12.16. Force Majeure.





In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.



IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date
and year first written above.



	 	 	 	 	 
	PAXSON COMMUNICATIONS CORPORATION
	 	 
	 
	 	 	 	 
	(a Delaware corporation)
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Richard Garcia
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Richard Garcia

Senior Vice President and Chief Financial

Officer







	 	 	 	SUBSIDIARY GUARANTORS:






	 	 	 	BUD
HITS, INC.






	 	 	 	BUD
SONGS, INC.






	 	 	 	CLEARLAKE PRODUCTIONS, INC.






	 	 	 	FLAGLER PRODUCTIONS, INC.






	 	 	 	IRON
MOUNTAIN PRODUCTIONS, INC.






	 	 	 	OCEAN
STATE TELEVISION, LLC






	 	 	 	PAX
HITS PUBLISHING, INC.






	 	 	 	PAX
INTERNET, INC.






	 	 	 	PAX
NET, INC.






	 	 	 	PAXSON AKRON LICENSE, INC.






	 	 	 	PAXSON ALBANY LICENSE, INC.






	 	 	 	PAXSON ATLANTA LICENSE, INC.






	 	 	 	PAXSON BATTLE CREEK LICENSE, INC.






	 	 	 	PAXSON BIRMINGHAM LICENSE, INC.






	 	 	 	PAXSON BOSTON-68 LICENSE, INC.






	 	 	 	PAXSON BUFFALO LICENSE, INC.






	 	 	 	PAXSON CEDAR RAPIDS LICENSE, INC.






	 	 	 	PAXSON CHARLESTON LICENSE, INC.






	 	 	 	PAXSON CHICAGO LICENSE, INC.






	 	 	 	PAXSON COMMUNICATIONS LICENSE COMPANY, LLC






	 	 	 	PAXSON COMMUNICATIONS LPTV, INC.






	 	 	 	PAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC.






	 	 	 	PAXSON COMMUNICATIONS OF AKRON-23, INC.






	 	 	 	PAXSON COMMUNICATIONS OF ALBANY-55, INC.






	 	 	 	PAXSON COMMUNICATIONS OF ATLANTA-14, INC.






	 	 	 	PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC.






	 	 	 	PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.






	 	 	 	PAXSON COMMUNICATIONS OF BOSTON-68, INC.






	 	 	 	PAXSON COMMUNICATIONS OF BUFFALO-51, INC.






	 	 	 	PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.






	 	 	 	PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.






	 	 	 	PAXSON COMMUNICATIONS OF CHICAGO-38, INC.






	 	 	 	PAXSON COMMUNICATIONS OF DALLAS-68, INC.






	 	 	 	PAXSON COMMUNICATIONS OF DENVER-59, INC.






	 	 	 	PAXSON COMMUNICATIONS OF DES MOINES-39, INC.






	 	 	 	PAXSON COMMUNICATIONS OF DETROIT-31, INC.






	 	 	 	PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.






	 	 	 	PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.






	 	 	 	PAXSON COMMUNICATIONS OF GREENVILLE-38, INC.






	 	 	 	PAXSON COMMUNICATIONS OF HARTFORD-26, INC.






	 	 	 	PAXSON COMMUNICATIONS OF HONOLULU-66, INC.






	 	 	 	PAXSON COMMUNICATIONS OF HOUSTON-49, INC.






	 	 	 	PAXSON COMMUNICATIONS OF INDIANAPOLIS-63, INC.






	 	 	 	PAXSON COMMUNICATIONS OF JACKSONVILLE-21, INC.






	 	 	 	PAXSON COMMUNICATIONS OF JACKSONVILLE-35, INC.






	 	 	 	PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.






	 	 	 	PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.






	 	 	 	PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.






	 	 	 	PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC.






	 	 	 	PAXSON COMMUNICATIONS OF LOUISVILLE-21, INC.






	 	 	 	PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.






	 	 	 	PAXSON COMMUNICATIONS OF MIAMI-35, INC.






	 	 	 	PAXSON COMMUNICATIONS OF MILWAUKEE-55, INC.






	 	 	 	PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC.






	 	 	 	PAXSON COMMUNICATIONS OF MOBILE-61, INC.






	 	 	 	PAXSON COMMUNICATIONS OF NASHVILLE-28, INC.






	 	 	 	PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.






	 	 	 	PAXSON COMMUNICATIONS OF NEW YORK-31, INC.






	 	 	 	PAXSON COMMUNICATIONS OF NORFOLK-49, INC.






	 	 	 	PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.






	 	 	 	PAXSON COMMUNICATIONS OF ORLANDO-56, INC.






	 	 	 	PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC.






	 	 	 	PAXSON COMMUNICATIONS OF PHOENIX-13, INC.






	 	 	 	PAXSON COMMUNICATIONS OF PHOENIX-51, INC.






	 	 	 	PAXSON COMMUNICATIONS OF PORTLAND-22, INC.






	 	 	 	PAXSON COMMUNICATIONS OF PORTLAND-23, INC.






	 	 	 	PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.






	 	 	 	PAXSON COMMUNICATIONS OF RALEIGH-47, INC.






	 	 	 	PAXSON COMMUNICATIONS OF ROANOKE-38, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SAN JOSE-65, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SCRANTON-64, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SEATTLE-33, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SPOKANE-34, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SYRACUSE-56, INC.






	 	 	 	PAXSON COMMUNICATIONS OF TAMPA-66, INC.






	 	 	 	PAXSON COMMUNICATIONS OF TUCSON-46, INC.






	 	 	 	PAXSON COMMUNICATIONS OF TULSA-44, INC.






	 	 	 	PAXSON COMMUNICATIONS OF WASHINGTON-60, INC.






	 	 	 	PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.






	 	 	 	PAXSON COMMUNICATIONS OF WAUSAU-46, INC.






	 	 	 	PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.





	 	 	 
	PAXSON COMMUNICATIONS TELEVISION, INC.

	 
	 	 
	PAXSON DALLAS LICENSE, INC.

PAXSON DENVER LICENSE, INC.

	 	



	 
	 	 
	PAXSON DES MOINES LICENSE, INC.

	 
	 	 
	PAXSON DETROIT LICENSE, INC.

PAXSON DEVELOPMENT, INC.

	 	



	 
	 	 
	PAXSON FAYETTEVILLE LICENSE, INC.

	 
	 	 
	PAXSON FRESNO LICENSE, INC.

	 	

	 
	 	 
	PAXSON GREENSBORO LICENSE, INC.

	 
	 	 
	PAXSON GREENVILLE LICENSE, INC.

	 
	 	 
	PAXSON HARTFORD HOLDINGS, INC.

PAXSON HARTFORD LICENSE, INC.

PAXSON HAWAII LICENSE, INC.

PAXSON HOLDINGS, INC.

PAXSON HOUSTON LICENSE, INC.

	 	









	 
	 	 
	PAXSON INDIANAPOLIS HOLDINGS, INC.

	 
	 	 
	PAXSON INDIANAPOLIS LICENSE, INC.

	 
	 	 
	PAXSON JACKSONVILLE LICENSE, INC.

	 
	 	 
	PAXSON JAX LICENSE, INC.

	 	

	 
	 	 
	PAXSON KANSAS CITY LICENSE, INC.

	 
	 	 
	PAXSON KNOXVILLE LICENSE, INC.

PAXSON LEXINGTON LICENSE, INC.

	 	



	 
	 	 
	PAXSON LOS ANGELES LICENSE, INC.

	 
	 	 
	PAXSON MERCHANDISING & LICENSING, INC.

	 
	 	 
	PAXSON MIAMI-35 LICENSE, INC.

PAXSON MILWAUKEE LICENSE, INC.

	 	



	 
	 	 
	PAXSON MINNEAPOLIS LICENSE, INC.

	 
	 	 
	PAXSON MOBILE LICENSE, INC.

PAXSON NEW YORK LICENSE, INC.

PAXSON NORFOLK LICENSE, INC.

	 	





	 
	 	 
	PAXSON OKLAHOMA CITY LICENSE, INC.

	 
	 	 
	PAXSON ORLANDO LICENSE, INC.

	 	

	 
	 	 
	PAXSON PHILADELPHIA LICENSE, INC.

	 
	 	 
	PAXSON PHOENIX LICENSE, INC.

PAXSON PRODUCTIONS, INC.

PAXSON RALEIGH LICENSE, INC.

PAXSON ROANOKE LICENSE, INC.

	 	







	 
	 	 
	PAXSON SACRAMENTO LICENSE, INC.

	 
	 	 
	PAXSON SALEM LICENSE, INC.

	 	

	 
	 	 
	PAXSON SALT LAKE CITY LICENSE, INC.

	 
	 	 
	PAXSON SAN ANTONIO LICENSE, INC.

	 
	 	 
	PAXSON SAN JOSE LICENSE, INC.

PAXSON SCRANTON LICENSE, INC.

PAXSON SEATTLE LICENSE, INC.

	 	





	 
	 	 
	PAXSON SHREVEPORT LICENSE, INC.

	 
	 	 
	PAXSON SPOKANE LICENSE, INC.

PAXSON SPORTS OF MIAMI, INC.

PAXSON SYRACUSE LICENSE, INC.

PAXSON TAMPA-66 LICENSE, INC.

	 	







	 
	 	 
	PAXSON TELEVISION PRODUCTIONS, INC.

	 
	 	 
	PAXSON TELEVISION, INC.

PAXSON TENNESSEE LICENSE, INC.

PAXSON TULSA LICENSE, INC.

	 	





	 
	 	 
	PAXSON WASHINGTON LICENSE, INC.

	 
	 	 
	PAXSON WASHINGTON-60 LICENSE, INC.

	 
	 	 
	PAXSON WAUSAU LICENSE, INC.

	 	

	 
	 	 
	PAXSON WEST PALM BEACH HOLDINGS, INC.

	 
	 	 
	PAXSON WEST PALM BEACH LICENSE, INC.

	 
	 	 
	By:

	 	/s/ Richard Garcia
	
 
	 	 
	Name:Richard Garcia

Title:

	 	

Vice President and Treasurer of

each of such Subsidiary Guarantors







	 	 	 	AMERICA 51, L.P.






	 	 	 	By:
Paxson Communications of Phoenix-51, Inc., its
General Partner and Limited Partner






	 	 	 	By:
Paxson Communications Television, Inc., its
Limited Partner





	 	 	 
	By:

	 	/s/ Richard Garcia
	
 
	 	 
	Name:

Title:

	 	Richard Garcia

Vice President and Treasurer of

such General and Limited Partners







	 	 	 	THE BANK OF NEW YORK TRUST COMPANY, NA,





	 	 	 
	as Trustee

By:

	 	

/s/ Craig A. Kaye
	
 
	 	 
	
 
	 	Name: Craig A. Kaye

Title: Assistant Vice President






3




EXHIBIT A




[Face of Note]




CUSIP _____




PAXSON COMMUNICATIONS CORPORATION




Floating Rate Second Priority Senior Secured Notes due 2013




No.      $     



PAXSON COMMUNICATIONS CORPORATION,




a Delaware corporation (the “Company”)




promises to pay to      or registered assigns, the
principal sum of      Dollars on January 15, 2013.



Interest Payment Dates: January 15, April 15, July 15 and October 15 of each year (or if any such
day is not a Business Day, the next succeeding Business Day), beginning on April 17, 2006.



Record Dates: January 1, April 1, July 1 and October 1 of each year.



4



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




PAXSON COMMUNICATIONS CORPORATION




By:

Name:

Title:





By:

Name:

Title:




This is one of the Notes referred to


in the within-mentioned Indenture:



Dated:



THE BANK OF NEW YORK TRUST COMPANY, NA,





as Trustee




	 	 	 	By:      






Authorized Signatory



5



[Reverse of Note]




Floating Rate Second Priority Senior Secured Notes due January 15, 2013




[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]



[Insert the Restricted Notes Legend, if applicable pursuant to the provisions of the Indenture]



Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.



1. Interest.



The Company shall pay interest with respect to the Interest Period that commences on the Issue
Date entirely in cash. For any Interest Period thereafter through the Interest Period ending on or
prior to January 14, 2010, the Company may, at its option, elect to pay interest on the Notes:



(a) entirely in cash (“Cash Interest”) or



(b) entirely by increasing the principal amount of the outstanding Global Notes and, if
applicable, by issuing additional Definitive Notes in respect of outstanding Definitive Notes (such
increase or issuance, without duplication, being referred to as “PIK Notes”) having terms identical
to the Notes issued on the Issue Date except that the PIK Notes shall accrue interest from the date
of issuance (“PIK Interest”).



The Company must elect the form of interest payment with respect to each Interest Period by
delivering a notice to the Trustee prior to the beginning of each Interest Period. The Trustee
shall promptly deliver a corresponding notice to the Holders of Notes. In the absence of such an
election for any Interest Period, interest on the Notes shall be payable entirely in cash. From and
after the Interest Period commencing January 15, 2010, the Company shall make all interest payments
on the Notes entirely in cash.



The Notes will bear interest at a rate per annum, reset quarterly, equal to LIBOR, as
determined by the calculation agent (the “Calculation Agent”), which shall initially be the
Trustee, plus:



(i) with respect to any Interest Period for which the Company has elected or is required to
pay Cash Interest, 6.25% payable in cash; and



(ii) with respect to any Interest Period for which the Company has elected to pay PIK
Interest, 7.25%,



(x) with respect to any Notes represented by one or more Global Notes registered in the name of, or
held by, the Depository Trust Company or its nominee on the relevant record date, by increasing the
principal amount of the outstanding Global Notes effective as of the applicable Interest Payment
Date by an amount equal to the amount of PIK Interest for the applicable Interest Period (rounded
up to the next $1,000) and (y) with respect to Notes represented by Definitive Notes, by issuing
PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest
for the applicable Interest Period (rounded up to the next whole dollar). Following an increase in
the principal amount of the outstanding Notes as a result of a payment of PIK Interest, this Global
Note shall bear interest on such increased principal amount from and after the date of increase.
Any PIK Notes issued in definitive form shall be dated as of the applicable Interest Payment Date
and shall bear interest from and after such date. All PIK Notes issued pursuant to a payment of PIK
Interest shall mature on January 15, 2013 and shall be governed by, and subject to the terms,
provisions and conditions of, the Indenture and shall have the same rights and benefits as the
Notes issued on the Issue Date. Any definitive PIK Notes shall be issued with the description “PIK”
on the face of such PIK Note.



For purposes of this paragraph 1, the following terms have the meanings indicated below:



“LIBOR,” with respect to an Interest Period, will be the rate (expressed as a percentage per
annum) for deposits in United States dollars for three-month periods beginning on the first day of
such Interest Period that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the
Determination Date. If Telerate Page 3750 does not include such a rate or is unavailable on a
Determination Date, the Calculation Agent will request the principal London office of each of four
major banks in the London interbank market, as selected by the Calculation Agent, to provide such
bank’s offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m.,
London time, on such Determination Date, to prime banks in the London interbank market for deposits
in a Representative Amount in United States dollars for a three-month period beginning on the first
day of such Interest Period. If at least two such offered quotations are so provided, LIBOR for
the Interest Period will be the arithmetic mean of such quotations. If fewer than two such
quotations are so provided, the Calculation Agent will request each of three major banks in New
York City, as selected by the Calculation Agent, to provide such bank’s rate (expressed as a
percentage per annum), as of approximately 11:00 a.m., New York City time, on such Determination
Date, for loans in a Representative Amount in United States dollars to leading European banks for a
three-month period beginning on the first day of such Interest Period. If at least two such rates
are so provided, LIBOR for the Interest Period will be the arithmetic mean of such rates. If fewer
than two such rates are so provided, then LIBOR for the Interest Period will be LIBOR in effect
with respect to the immediately preceding Interest Period.



“Interest Period” means the period commencing on and including an Interest Payment Date and
ending on and including the day immediately preceding the next succeeding Interest Payment Date;
provided that the first Interest Period shall commence on and include December 30, 2005 and end on
and include April 16, 2006.



“Determination Date,” with respect to an Interest Period, will be the second London Banking
Day preceding the first day of the Interest Period.



“London Banking Day” is any day in which dealings in United States dollars are transacted or,
with respect to any future date, are expected to be transacted in the London interbank market.



“Representative Amount” means a principal amount of not less than US$1,000,000 for a single
transaction in the relevant market at the relevant time.



“Telerate Page 3750” means the display designated as “Page 3750” on the Moneyline Telerate
service (or such other page as may replace Page 3750 on that service).



The amount of interest for each day that the Notes are outstanding (the “Daily Interest
Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and
multiplying the result by the principal amount of the Notes. The amount of interest to be paid on
the Notes for each Interest Period will be calculated by adding the Daily Interest Amounts for each
day in the Interest Period.



All percentages resulting from any of the above calculations will be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage
point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or
        .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to
the nearest cent (with one-half cent being rounded upwards).



Notwithstanding anything to the contrary in this paragraph 1, the interest rate on the Notes
will in no event be higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application.



The Calculation Agent will, upon the request of the holder of any Note, provide the interest
rate then in effect with respect to the Notes. All calculations made by the Calculation Agent in
the absence of manifest error will be conclusive for all purposes and binding on the Company, the
Subsidiary Guarantors and the Holders of the Notes.



The Company will pay interest quarterly in arrears on January 15, April 15, July 15 and
October 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 the Notes will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from the date of issuance;
provided that if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be April 17, 2006. The Company shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the rate borne by the Notes; it shall
pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) 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.



2. Method of Payment. The Company will pay interest on the Notes (except defaulted
interest) to the Persons who are registered Holders of Notes at the close of business on the
January 1, April 1, July 1 or October 1 next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.11 of the Indenture with respect to defaulted interest. The Notes will be
payable as to principal, premium, if any, and interest at the office or agency of the Company
maintained for such purpose within or without The City and State of New York, or, at the option of
the Company, payment of interest may be made by check mailed to the Holders at their addresses set
forth in the register of Holders, provided that payment by wire transfer of immediately available
funds will be required with respect to principal of, premium, if any, and interest on, all Global
Notes. The Company shall pay principal, premium, if any, and Cash Interest in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts.



3. Paying Agent, Registrar and Calculation Agent. Initially, The Bank of New York
Trust Company, NA, the Trustee under the Indenture, will act as Paying Agent, Registrar and
Calculation Agent. The Company may change any Paying Agent, Registrar or Calculation Agent without
notice to any Holder. Neither the Company nor any of its Subsidiaries or Affiliates may act as
Paying Agent or Calculation Agent but may act as Registrar or co-registrar.



4. Indenture; Subsidiary Guarantees; Security Documents; Restrictive Covenants. The
Company issued the Notes under an Indenture dated as of December 30, 2005 (the “Indenture”), among
the Company, the Subsidiary Guarantors and the Trustee. The terms of this Note include those
stated in the Indenture to be applicable by reference to the Trust Indenture Act of 1939 (15 U.S.
Code §§ 77aaa-77bbbb) as in effect on the date of the Indenture. This Note is subject to all such
terms, and the Holder of this Note is referred to the Indenture for a statement of them. All
capitalized terms in this Note, unless otherwise defined, have the meanings assigned to them by the
Indenture.



The Notes are secured obligations of the Company limited to $405,000,000 aggregate principal
amount. The Indenture and Security Documents impose certain limitations on, among other things,
indebtedness, issuance and sale of capital stock of Restricted Subsidiaries, restricted payments,
liens, asset sales, transactions with affiliates, layered debt, and restrictions on distributions
from Restricted Subsidiaries.



5. Optional Redemption.



(a) The Notes may be redeemed at the redemption prices set forth below, plus accrued and
unpaid interest to the Redemption Date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant Interest Payment Date). The following prices
are for Notes redeemed during the 12-month period commencing on January 15 of the years set forth
below, and are expressed as percentages of principal amount:



	 	 	 	 	 
	Redemption Year	 	Price
	2008
	 	 	102.000	%
	2009
	 	 	101.000	%
	2010 and thereafter
	 	 	100.000	%






(b) In addition, at any time, or from time to time, on or prior to January 15, 2008, the
Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined
below) to redeem up to 35% of the principal amount of the Notes at a redemption price equal to 100%
of the principal amount so redeemed plus a premium equal to the interest rate per annum in effect
on the date of redemption for the Notes, and all accrued and unpaid interest thereon, if any, to
the date of redemption; provided that, in each case, (i) at least 65% of the aggregate principal
amount of the Notes originally issued under the Indenture (including any PIK Notes) remains
outstanding and (ii) the Company makes such redemption not more than 90 days after the consummation
of any such Equity Offering.



“Equity Offering” means any issuance or sale of Capital Stock of the Company (other than
Disqualified Capital Stock), other than issuances or sales to a Subsidiary of the Company.



(c) On and after any Redemption Date, if money sufficient to pay the redemption price of and
accrued interest on Notes called for redemption shall have been made available in accordance with
the terms of the Indenture, the Notes called for redemption will cease to accrue interest and the
only right of the Holders of such Notes will be to receive payment of the redemption price of and,
subject to the terms of the Indenture, accrued and unpaid interest on such Notes to the redemption
date.



6. No Mandatory Redemption. Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption payments with respect to the Notes.



7. Offers to Purchase. The Indenture requires that certain proceeds from Asset Sales,
Asset Sales of Principal Stations and Events of Loss be used, subject to further limitations
contained therein, to make an offer to purchase certain amounts of Notes in accordance with the
procedures set forth in the Indenture. The Company may also be required to make an offer to
purchase Notes pursuant to Section 4.18 or Section 4.21 of the Indenture.



8. Denominations; Transfer; Exchange. The Notes are in registered form, without
coupons, in denominations of $1,000 and integral multiples of $1,000, subject to the issuance of
certificated PIK Notes as provided in paragraph 1 of this Note. A Holder shall register the
transfer or exchange of Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay
certain transfer taxes or similar governmental charges in connection therewith as permitted by the
Indenture. The Registrar need not register the transfer or exchange of any Notes during a period
beginning 15 days before the mailing of a redemption notice for any Notes or portions thereof
selected for redemption.



9. Persons Deemed Owners. The registered Holder of this Note shall be treated as the
owner of it for all purposes.



10. Unclaimed Money. If money for the payment of principal, premium or interest on
any Note remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back
to the Company at its request. After that, Holders entitled to money must look to the Company for
payment as general creditors unless an “abandoned property” law designates another person.



11. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture,
the Security Documents or the Notes may be modified, amended or supplemented by the Company, the
Guarantors and the Trustee (or the Collateral Agent) with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding and any existing default or compliance
with any provision may be waived in a particular instance with the consent of the Holders of a
majority in principal amount of the Notes then outstanding. Without the consent of Holders, the
Company, the Guarantors and the Trustee may amend the Indenture and the Security Documents for
certain specified purposes including providing for uncertificated Notes in addition to or in place
of certificated Notes, and curing any ambiguity, omission, defect or inconsistency, or making any
other change that does not adversely affect the rights of any Holder.



12. Successor Entity. When a successor corporation assumes all the obligations of its
predecessor under the Notes, the Indenture and the Security Documents and immediately before and
thereafter no Default exists and certain other conditions are satisfied, the predecessor
corporation will be released from those obligations.



13. Defaults and Remedies. Events of Default are set forth in the Indenture. If an
Event of Default (other than an Event of Default pursuant to Section 6.01(7) or (8) of the
Indenture with respect to the Company) occurs and is continuing, the Trustee by notice to the
Company, or the Holders of not less than 25% in aggregate principal amount of the Notes then
outstanding may declare to be immediately due and payable the entire principal amount of all the
Notes then outstanding plus accrued but unpaid interest to the date of acceleration and such
amounts shall become immediately due and payable. In case an Event of Default specified in Section
6.01(7) or (8) of the Indenture with respect to the Company occurs, such principal amount together
with premium, if any, and interest with respect to all of the Notes, shall be due and payable
immediately without any declaration or other act on the part of the Trustee or the Holders of the
Notes. After any such acceleration but before judgment or decree based on acceleration is obtained
by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes
may, under certain circumstances, rescind and annul such acceleration and its consequences if,
among other things, all existing Events of Default, other than the nonpayment of accelerated
principal, premium, if any, or interest that has become due solely because of the acceleration have
been cured or waived and if the rescission would not conflict with any judgment or decree. No such
rescission shall affect any subsequent Default or impair any right consequent thereto.



14. Trustee Dealings With the Company. The Trustee under the Indenture and the
Collateral Agent, in their individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company, any Subsidiary Guarantor or their Affiliates, and may
otherwise deal with the Company, any Subsidiary Guarantor or their Affiliates as if it were not
Trustee or Collateral Agent, as the case may be.



15. No Recourse Against Others. As more fully described in the Indenture, a director,
officer, employee or stockholder, as such, of the Company or any Subsidiary Guarantor shall not
have any liability for any obligations of the Company or any Subsidiary Guarantor under the
Security Documents, Notes or the Indenture or for any claim based on, in respect or by reason of,
such obligations or their creation. The Holder of this Note by accepting this Note waives and
releases all such liability. The waiver and release are part of the consideration for the issuance
of this Note.



16. Defeasance and Covenant Defeasance. The Indenture contains provisions for
defeasance of the entire debt represented by the Notes and for defeasance of certain covenants in
the Indenture upon compliance by the Company in each case with certain conditions set forth in the
Indenture.



17. Abbreviations. Customary abbreviations may be used in the name of a Holder of a
Note 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).



18. CUSIP Numbers. 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 of the Notes. No representation is made as to the accuracy of such 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 placed thereon.



19. Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE OR
THE NOTES.



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



The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:



Paxson Communications Corporation

601 Clearwater Park Road

West Palm Beach, Florida 33401

Attention: General Counsel





6






ASSIGNMENT FORM




To assign this Note, fill in the form below:



(I) or (we) assign and transfer this Note to:




(Insert assignee’s legal name)



(Insert assignee’s soc. sec. or tax I.D. no.)




(Print or type assignee’s name, address and zip code)




and irrevocably appoint


to transfer this 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 face
of this Note)



Signature Guarantee*:     



• Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



7



Option of Holder to Elect Purchase




If you want to elect to have this Note purchased by the Company pursuant to Section 4.10,
4.12, 4.18, 4.21 or 4.23 of the Indenture, check the appropriate box below:



Section 4.10 Section 4.12 Section 4.18 Section 4.21 Section 4.23




If you want to elect to have only part of this Note purchased by the Company pursuant to
Section 4.10, 4.12, 4.18, 4.21 or 4.23 of the Indenture, state the aggregate principal amount you
elect to have purchased:



$_______________




Date:     




Your Signature:




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



Signature Guarantee*:     



• Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



8



FORM OF NOTATION ON NOTE




RELATING TO SUBSIDIARY GUARANTEE




Each Subsidiary Guarantor (a “Subsidiary Guarantor,” which term includes any successor Person
under the Indenture) has unconditionally guaranteed, on a senior secured basis, jointly and
severally, to the extent set forth in the Indenture and subject to the provisions of the Indenture,
(a) the due and punctual payment of the principal, premium of, if any, and interest on the
Guaranteed Amount of Notes, when and as the same shall become due and payable, whether at maturity,
by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of,
premium, if any, and interest on the Guaranteed Amount of Notes, to the extent lawful, and the due
and punctual performance of all other Obligations of the Company with respect to the Guaranteed
Amount of Notes to the Holders or the Trustee, all in accordance with the terms of the Notes and
the Indenture, and (b) in the case of any extension of time for payment or renewal of any Notes or
any of such other Obligations, that the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, at stated maturity, by acceleration or
otherwise.



The obligations of each Subsidiary Guarantor to the Holders and to the Trustee pursuant to
this Subsidiary Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture
and reference is hereby made to the Indenture for the precise terms of this Subsidiary Guarantee.



This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Subsidiary Guarantee is noted shall have
been executed by the Trustee under the Indenture by the manual signature of one of its authorized
signatories.




	 	 	 	SUBSIDIARY GUARANTORS:






	 	 	 	BUD
HITS, INC.






	 	 	 	BUD
SONGS, INC.






	 	 	 	CLEARLAKE PRODUCTIONS, INC.






	 	 	 	FLAGLER PRODUCTIONS, INC.






	 	 	 	IRON
MOUNTAIN PRODUCTIONS, INC.






	 	 	 	OCEAN
STATE TELEVISION, LLC






	 	 	 	PAX
HITS PUBLISHING, INC.






	 	 	 	PAX
INTERNET, INC.






	 	 	 	PAX
NET, INC.






	 	 	 	PAXSON AKRON LICENSE, INC.






	 	 	 	PAXSON ALBANY LICENSE, INC.






	 	 	 	PAXSON ATLANTA LICENSE, INC.






	 	 	 	PAXSON BATTLE CREEK LICENSE, INC.






	 	 	 	PAXSON BIRMINGHAM LICENSE, INC.






	 	 	 	PAXSON BOSTON-68 LICENSE, INC.






	 	 	 	PAXSON BUFFALO LICENSE, INC.






	 	 	 	PAXSON CEDAR RAPIDS LICENSE, INC.






	 	 	 	PAXSON CHARLESTON LICENSE, INC.






	 	 	 	PAXSON CHICAGO LICENSE, INC.






	 	 	 	PAXSON COMMUNICATIONS LICENSE COMPANY, LLC






	 	 	 	PAXSON COMMUNICATIONS LPTV, INC.






	 	 	 	PAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC.






	 	 	 	PAXSON COMMUNICATIONS OF AKRON-23, INC.






	 	 	 	PAXSON COMMUNICATIONS OF ALBANY-55, INC.






	 	 	 	PAXSON COMMUNICATIONS OF ATLANTA-14, INC.






	 	 	 	PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC.






	 	 	 	PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.






	 	 	 	PAXSON COMMUNICATIONS OF BOSTON-68, INC.






	 	 	 	PAXSON COMMUNICATIONS OF BUFFALO-51, INC.






	 	 	 	PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.






	 	 	 	PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.






	 	 	 	PAXSON COMMUNICATIONS OF CHICAGO-38, INC.






	 	 	 	PAXSON COMMUNICATIONS OF DALLAS-68, INC.






	 	 	 	PAXSON COMMUNICATIONS OF DENVER-59, INC.






	 	 	 	PAXSON COMMUNICATIONS OF DES MOINES-39, INC.






	 	 	 	PAXSON COMMUNICATIONS OF DETROIT-31, INC.






	 	 	 	PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.






	 	 	 	PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.






	 	 	 	PAXSON COMMUNICATIONS OF GREENVILLE-38, INC.






	 	 	 	PAXSON COMMUNICATIONS OF HARTFORD-26, INC.






	 	 	 	PAXSON COMMUNICATIONS OF HONOLULU-66, INC.






	 	 	 	PAXSON COMMUNICATIONS OF HOUSTON-49, INC.






	 	 	 	PAXSON COMMUNICATIONS OF INDIANAPOLIS-63, INC.






	 	 	 	PAXSON COMMUNICATIONS OF JACKSONVILLE-21, INC.






	 	 	 	PAXSON COMMUNICATIONS OF JACKSONVILLE-35, INC.






	 	 	 	PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.






	 	 	 	PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.






	 	 	 	PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.






	 	 	 	PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC.






	 	 	 	PAXSON COMMUNICATIONS OF LOUISVILLE-21, INC.






	 	 	 	PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.






	 	 	 	PAXSON COMMUNICATIONS OF MIAMI-35, INC.






	 	 	 	PAXSON COMMUNICATIONS OF MILWAUKEE-55, INC.






	 	 	 	PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC.






	 	 	 	PAXSON COMMUNICATIONS OF MOBILE-61, INC.






	 	 	 	PAXSON COMMUNICATIONS OF NASHVILLE-28, INC.






	 	 	 	PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.






	 	 	 	PAXSON COMMUNICATIONS OF NEW YORK-31, INC.






	 	 	 	PAXSON COMMUNICATIONS OF NORFOLK-49, INC.






	 	 	 	PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.






	 	 	 	PAXSON COMMUNICATIONS OF ORLANDO-56, INC.






	 	 	 	PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC.






	 	 	 	PAXSON COMMUNICATIONS OF PHOENIX-13, INC.






	 	 	 	PAXSON COMMUNICATIONS OF PHOENIX-51, INC.






	 	 	 	PAXSON COMMUNICATIONS OF PORTLAND-22, INC.






	 	 	 	PAXSON COMMUNICATIONS OF PORTLAND-23, INC.






	 	 	 	PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.






	 	 	 	PAXSON COMMUNICATIONS OF RALEIGH-47, INC.






	 	 	 	PAXSON COMMUNICATIONS OF ROANOKE-38, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SAN JOSE-65, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SCRANTON-64, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SEATTLE-33, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SPOKANE-34, INC.






	 	 	 	PAXSON COMMUNICATIONS OF SYRACUSE-56, INC.






	 	 	 	PAXSON COMMUNICATIONS OF TAMPA-66, INC.






	 	 	 	PAXSON COMMUNICATIONS OF TUCSON-46, INC.






	 	 	 	PAXSON COMMUNICATIONS OF TULSA-44, INC.






	 	 	 	PAXSON COMMUNICATIONS OF WASHINGTON-60, INC.






	 	 	 	PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.






	 	 	 	PAXSON COMMUNICATIONS OF WAUSAU-46, INC.






	 	 	 	PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.





	 	 	 
	PAXSON COMMUNICATIONS TELEVISION, INC.

	 
	 	 
	PAXSON DALLAS LICENSE, INC.

PAXSON DENVER LICENSE, INC.

	 	



	 
	 	 
	PAXSON DES MOINES LICENSE, INC.

	 
	 	 
	PAXSON DETROIT LICENSE, INC.

PAXSON DEVELOPMENT, INC.

	 	



	 
	 	 
	PAXSON FAYETTEVILLE LICENSE, INC.

	 
	 	 
	PAXSON FRESNO LICENSE, INC.

	 	

	 
	 	 
	PAXSON GREENSBORO LICENSE, INC.

	 
	 	 
	PAXSON GREENVILLE LICENSE, INC.

	 
	 	 
	PAXSON HARTFORD HOLDINGS, INC.

PAXSON HARTFORD LICENSE, INC.

PAXSON HAWAII LICENSE, INC.

PAXSON HOLDINGS, INC.

PAXSON HOUSTON LICENSE, INC.

	 	









	 
	 	 
	PAXSON INDIANAPOLIS HOLDINGS, INC.

	 
	 	 
	PAXSON INDIANAPOLIS LICENSE, INC.

	 
	 	 
	PAXSON JACKSONVILLE LICENSE, INC.

	 
	 	 
	PAXSON JAX LICENSE, INC.

	 	

	 
	 	 
	PAXSON KANSAS CITY LICENSE, INC.

	 
	 	 
	PAXSON KNOXVILLE LICENSE, INC.

PAXSON LEXINGTON LICENSE, INC.

	 	



	 
	 	 
	PAXSON LOS ANGELES LICENSE, INC.

	 
	 	 
	PAXSON MERCHANDISING & LICENSING, INC.

	 
	 	 
	PAXSON MIAMI-35 LICENSE, INC.

PAXSON MILWAUKEE LICENSE, INC.

	 	



	 
	 	 
	PAXSON MINNEAPOLIS LICENSE, INC.

	 
	 	 
	PAXSON MOBILE LICENSE, INC.

PAXSON NEW YORK LICENSE, INC.

PAXSON NORFOLK LICENSE, INC.

	 	





	 
	 	 
	PAXSON OKLAHOMA CITY LICENSE, INC.

	 
	 	 
	PAXSON ORLANDO LICENSE, INC.

	 	

	 
	 	 
	PAXSON PHILADELPHIA LICENSE, INC.

	 
	 	 
	PAXSON PHOENIX LICENSE, INC.

PAXSON PRODUCTIONS, INC.

PAXSON RALEIGH LICENSE, INC.

PAXSON ROANOKE LICENSE, INC.

	 	







	 
	 	 
	PAXSON SACRAMENTO LICENSE, INC.

	 
	 	 
	PAXSON SALEM LICENSE, INC.

	 	

	 
	 	 
	PAXSON SALT LAKE CITY LICENSE, INC.

	 
	 	 
	PAXSON SAN ANTONIO LICENSE, INC.

	 
	 	 
	PAXSON SAN JOSE LICENSE, INC.

PAXSON SCRANTON LICENSE, INC.

PAXSON SEATTLE LICENSE, INC.

	 	





	 
	 	 
	PAXSON SHREVEPORT LICENSE, INC.

	 
	 	 
	PAXSON SPOKANE LICENSE, INC.

PAXSON SPORTS OF MIAMI, INC.

PAXSON SYRACUSE LICENSE, INC.

PAXSON TAMPA-66 LICENSE, INC.

	 	







	 
	 	 
	PAXSON TELEVISION PRODUCTIONS, INC.

	 
	 	 
	PAXSON TELEVISION, INC.

PAXSON TENNESSEE LICENSE, INC.

PAXSON TULSA LICENSE, INC.

	 	





	 
	 	 
	PAXSON WASHINGTON LICENSE, INC.

	 
	 	 
	PAXSON WASHINGTON-60 LICENSE, INC.

	 
	 	 
	PAXSON WAUSAU LICENSE, INC.

	 	

	 
	 	 
	PAXSON WEST PALM BEACH HOLDINGS, INC.

	 
	 	 
	PAXSON WEST PALM BEACH LICENSE, INC.

	 
	 	 
	By:

	 	

	
 
	 	 
	Name:Richard Garcia

Title:

	 	

Vice President and Treasurer of

each of such Subsidiary Guarantors







AMERICA 51, L.P.




	 	 	 	By:
Paxson Communications of Phoenix-51, Inc., its
General Partner and Limited Partner






	 	 	 	By:
Paxson Communications Television, Inc., its
Limited Partner





	 	 	 
	By:

	 	

	
 
	 	 
	Name:

Title:

	 	Richard Garcia

Vice President and Treasurer of

such General and Limited Partners
	 
	 	 






9




SCHEDULE OF EXCHANGES OF INTERESTS IN, AND INCREASES IN THE AMOUNT OF, THE GLOBAL

NOTEa




The following (i) exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, (ii) exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note and (iii) increases in the principal amount of this Global
Note as a result of the payment of PIK Interest, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of increase in	 	 	 	 
	 	 	 	 	 	 	 	 	Principal Amount	 	 	 	 
	 	 	 	 	 	 	 	 	of this Global Note	 	 	 	 
	 	 	 	 	 	 	 	 	as a Result of an	 	Principal Amount	 	Signature of
	Date of	 	Amount of decrease in	 	Exchange or the	 	of this Global Note	 	authorized officer of
	Exchange or Payment	 	Principal Amount	 	Payment of PIK	 	following such decrease	 	Trustee or Note
	of PIK Interest	 	of this Global Note	 	Interest	 	(or increase)	 	Custodian








10






aThis schedule should be included only if
the Note is issued in global form.




11