Sinclair Indenture









Exhibit

4.5




 




INDENTURE, dated as of December 10, 2001, among SINCLAIR BROADCAST

GROUP, INC., a Maryland corporation (the “Company”), the Guarantors identified

on Annex A hereto (collectively, the “Guarantors”), and FIRST UNION NATIONAL

BANK, a national banking association organized under the laws of the United

States of America, as trustee (the “Trustee”).




 




RECITALS OF THE COMPANY




 




The Company has duly authorized the creation of an issue of 8 3/4%

Senior Subordinated Notes due 2011, Series A (the “Initial Securities” or

the “Series A Securities”), and an issue of 8 3/4% Senior Subordinated

Notes due 2011, Series B (the “Series B Securities” and, together with the

Series A Securities, the “Securities”) of substantially the tenor and

amount hereinafter set forth, and to provide therefor the Company has duly

authorized the execution and delivery of this Indenture and the Securities.




 




Each Guarantor has duly authorized the issuance of a guarantee (the

“Guarantees”) of the Securities, of substantially the tenor hereinafter set

forth, and to provide therefor, each Guarantor has duly authorized the

execution and delivery of this Indenture and the Guarantee.




 




This Indenture is subject to, and shall be governed by, the provisions

of the Trust Indenture Act that are required to be part of and to govern

indentures qualified under the Trust Indenture Act.




 




All acts and things necessary have been done to make (i) the

Securities, when executed by the Company and authenticated and delivered

hereunder and duly issued by the Company, the valid obligations of the Company,

(ii) the Guarantees, when executed by each of the Guarantors and delivered

hereunder, the valid obligation of each of the Guarantors and (iii) this

Indenture a valid agreement of the Company and each of the Guarantors in

accordance with the terms of this Indenture.




 




NOW, THEREFORE, THIS INDENTURE WITNESSETH:




 




For and in consideration of the premises and the purchase of the

Securities by the Holders thereof, it is mutually covenanted and agreed, for

the equal and proportionate benefit of all Holders of the Securities, as

follows:




 





























 




ARTICLE ONE




 




DEFINITIONS

AND OTHER PROVISIONS OF




GENERAL

APPLICATION




Section 101.  Definitions.




 




For all purposes of this Indenture, except as otherwise expressly

provided or unless the context otherwise requires:




 




(a)           the terms defined in

this Article have the meanings assigned to them in this Article, and include

the plural as well as the singular;




 




(b)           all other terms used

herein which are defined in the Trust Indenture Act, either directly or by

reference therein, have the meanings assigned to them therein;




 




(c)           all accounting terms

not otherwise defined herein have the meanings assigned to them in accordance

with GAAP;




(d)           the words “herein”,

“hereof” and “hereunder” and other words of similar import refer to this

Indenture as a whole and not to any particular Article, Section or other

subdivision; and




 




(e)           all references to $,

US$, dollars or United States dollars shall refer to the lawful currency of the

United States of America.




 




“Acquired

Indebtedness” means Indebtedness of a Person (i) existing at

the time such Person becomes a Subsidiary or (ii) assumed in connection

with the acquisition of assets from such Person, in each case, other than

Indebtedness incurred in connection with, or in contemplation of, such Person

becoming a Subsidiary or such acquisition. 

Acquired Indebtedness shall be deemed to be incurred on the date of the

related acquisition of assets from any Person or the date the acquired Person

becomes a Subsidiary.




 




“Affiliate” means, with respect to any specified

Person, (i) any other Person directly or indirectly controlling or

controlled by or under direct or indirect common control with such specified

Person, (ii) any other Person that owns, directly or indirectly, 5% or

more of such Person’s Equity Interests or any officer or director of any such

Person or other Person or, with respect to any natural Person, any Person

having a relationship with such Person or other Person by blood, marriage or

adoption not more remote than first cousin or (iii) any other Person 10%

or more of the voting Equity Interests of which are beneficially owned or held

directly or indirectly by such specified Person.  For the purposes of this definition, “control” when used with

respect to any specified Person means the power to direct the management and

policies of such Person directly or




 




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indirectly, whether through ownership of voting securities, by contract

or otherwise; and the terms “controlling” and “controlled” have meanings

correlative to the foregoing.




 




“Agent Member”

means any member of, or participant in, the Depositary.




 




“Applicable Procedures”

means, with respect to any transfer or transaction involving a Global Security

or beneficial interests therein, the rules and procedures of the Depositary for

such Security, Euroclear and/or Clearstream, in each case to the extent

applicable to such transaction and as in effect at the time of such transfer or

transaction.




 




“Asset

Sale”

means any sale, issuance, conveyance, transfer, lease or other disposition

(including, without limitation, by way of merger, consolidation or Sale and

Leaseback Transaction) (collectively, a “transfer”), directly or indirectly, in

one or a series of related transactions, of (i) any Equity Interest of any

Restricted Subsidiary; (ii) all or substantially all of the properties and

assets of any division or line of business of the Company or its Restricted

Subsidiaries; or (iii) any other properties or assets of the Company or

any Restricted Subsidiary, other than in the ordinary course of business.  For the purposes of this definition, the

term “Asset Sale” shall not include any transfer of properties and assets (A) that

is governed by Section 801(a), (B) that is by the Company to any Wholly

Owned Restricted Subsidiary, or by any Restricted Subsidiary to the Company or

any Wholly Owned Restricted Subsidiary in accordance with the terms of this

Indenture or (C) that aggregates not more than $10,000,000 in gross proceeds.




 




“Asset Swap” means an Asset Sale by the Company or

any Restricted Subsidiary in exchange for properties or assets that will be

used in the business of the Company and its Restricted Subsidiaries existing on

the date of this Indenture or reasonably related thereto.




 




“Average Life to Stated Maturity” means, as of the date of determination

with respect to any Indebtedness, the quotient obtained by dividing

(i) the sum of the products of (a) the number of years from the date

of determination to the date or dates of each successive scheduled principal

payment of such Indebtedness multiplied by (b) the amount of each such

principal payment by (ii) the sum of all such principal payments.




 




“Bank Credit Agreement” means the Credit Agreement, dated as of

May 28, 1998, between the Company, the subsidiaries of the Company

identified on the signature pages thereof under the caption “SUBSIDIARY

GUARANTORS,” the lenders named therein and The Chase Manhattan Bank, as agent,

as amended by Amendment No. 1 dated as of December 21, 1999 and Amendment No. 2

dated as of July 21, 2000, and as amended and restated pursuant to an Amendment

and Restatement dated as of May 9, 2001, as amended by Amendment No. 1 dated as

of October 30, 2001, and as such agreement may be further amended, renewed,

extended, substituted, refinanced, restructured, replaced, supplemented or

otherwise modified from time to time (including,




 




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without limitation, any successive renewals, extensions, substitutions,

refinancings, restructurings, replacements, supplementations or other

modifications of the foregoing).  For

all purposes under this Indenture, “Bank Credit Agreement” shall include any

amendments, renewals, extensions, substitutions, refinancings, restructurings,

replacements, supplements or any other modifications that increase the

principal amount of the Indebtedness or the commitments to lend thereunder and

have been made in compliance with Section 1008; provided that, for

purposes of the definition of “Permitted Indebtedness,” no such increase may

result in the principal amount of Indebtedness of the Company under the Bank

Credit Agreement exceeding the amount permitted by Section 1008(b)(i).




 




“Bankruptcy Law” means Title 11, United States Bankruptcy

Code of 1978, as amended, or any similar United States federal or state law

relating to bankruptcy, insolvency, receivership, winding-up, liquidation,

reorganization or relief of debtors or any amendment to, succession to or

change in any such law.




 




“Board of Directors” means the board of directors of the

Company or any Guarantor, as the case may be, or any duly authorized committee

of such board.




 




“Board Resolution” means a copy of a resolution certified by the

Secretary or an Assistant Secretary of the Company or any Guarantor, as the

case may be, to have been duly adopted by the Board of Directors of such entity

and to be in full force and effect on the date of such certification, and

delivered to the Trustee.




 




“Business Day”   means each

Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which

banking institutions in The City of New York, the State of Maryland or the city

in which the Corporate Trust Office is located are authorized or obligated by

law or executive order to close.




 




“Capital Lease Obligation”   means any

obligation of the Company and its Restricted Subsidiaries on a Consolidated

basis under any capital lease of real or personal property which, in accordance

with GAAP, has been recorded as a capitalized lease obligation.




 




“Cash Equivalents” means, (i) any evidence of Indebtedness

with a maturity of one year or less from the date of acquisition issued or

directly and fully guaranteed or insured by the United States of America or any

agency or instrumentality thereof (provided that the full faith and

credit of the United States of America is pledged in support thereof);

(ii) certificates of deposit or acceptances with a maturity of one year or

less from the date of acquisition of any financial institution that is a member

of the Federal Reserve System having combined capital and surplus and undivided

profits of not less than $500,000,000; (iii) commercial paper with a

maturity of one year or less from the date of acquisition issued by a

corporation that is not an Affiliate of the Company




 




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organized under the laws of any state of the United States or the

District of Columbia and rated A-1 (or higher) according to S&P or P-1 (or

higher) according to Moody’s or at least an equivalent rating category of

another nationally recognized securities rating agency; (iv) any money

market deposit accounts issued or offered by a domestic commercial bank having

capital and surplus in excess of $500,000,000; and (v) repurchase agreements

and reverse repurchase agreements relating to marketable direct obligations

issued or unconditionally guaranteed by the government of the United States of

America or issued by any agency thereof and backed by the full faith and credit

of the United States of America, in each case maturing within one year from the

date of acquisition; provided that the terms of such agreements comply

with the guidelines set forth in the Federal Financial Agreements of Depository

Institutions With Securities Dealers and Others, as adopted by the Comptroller

of the Currency on October 31, 1985.




 




“Change of Control” means the occurrence of any of the following

events:  (i) any “person” or

“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange

Act), other than Permitted Holders, is or becomes the “beneficial owner” (as

defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person

shall be deemed to have beneficial ownership of all shares that such Person has

the right to acquire, whether such right is exercisable immediately or only

after the passage of time), directly or indirectly, of more than 40% of the

total outstanding Voting Stock of the Company, provided that the

Permitted Holders “beneficially own” (as so defined) a lesser percentage of

such Voting Stock than such other Person and do not have the right or ability

by voting power, contract or otherwise to elect or designate for election a

majority of the Board of Directors of the Company; (ii) during any period

of two consecutive years, individuals who at the beginning of such period

constituted the Board of Directors of the Company (together with any new

directors whose election to such Board or whose nomination for election by the

shareholders of the Company, was approved by a vote of at least 66-2/3% of the

directors then still in office who were either directors at the beginning of

such period or whose election or nomination for election was previously so

approved) cease for any reason to constitute a majority of such Board of Directors

then in office; (iii) the Company consolidates with or merges with or into

any Person or conveys, transfers or leases all or substantially all of its

assets to any Person, or any corporation consolidates with or merges into or

with the Company, in any such event pursuant to a transaction in which the

outstanding Voting Stock of the Company is changed into or exchanged for cash,

securities or other property, other than any such transaction where the

outstanding Voting Stock of the Company is not changed or exchanged at all

(except to the extent necessary to reflect a change in the jurisdiction of

incorporation of the Company) or where (A) the outstanding Voting Stock of

the Company is changed into or exchanged for (x) Voting Stock of the surviving

corporation which is not Disqualified Equity Interests or (y) cash,

securities and other property (other than Equity Interests of the surviving

corporation) in an amount which could be paid by the Company as a Restricted

Payment in accordance with Section 1009 (and such amount shall be treated as




 




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a Restricted Payment subject to the provisions described under Section

1009) and (B) no “person” or “group” other than Permitted Holders owns

immediately after such transaction, directly or indirectly, more than the

greater of (1) 40% of the total outstanding Voting Stock of the surviving

corporation and (2) the percentage of the outstanding Voting Stock of the

surviving corporation owned, directly or indirectly, by Permitted Holders

immediately after such transaction; or (iv) the Company is liquidated or

dissolved or adopts a plan of liquidation or dissolution other than in a

transaction which complies with the provisions described under Article Eight.




 




“Clearstream” means Clearstream Banking, societe

anonyme, or any successor securities clearing agency.




 




“Code”  means the Internal Revenue Code of 1986,

as amended.




 




“Commission”  means the Securities and Exchange

Commission, as from time to time constituted, created under the Exchange Act,

or if at any time after the execution of this Indenture such Commission is not

existing and performing the duties now assigned to it under the Trust Indenture

Act, then the body performing such duties at such time.




 




“Company”  means Sinclair Broadcast Group, Inc., a

corporation incorporated under the laws of Maryland, until a successor Person

shall have become such pursuant to the applicable provisions of this Indenture,

and thereafter “Company” shall mean such successor Person.




 




“Company Request” or

“Company Order”

means a written request or order signed in the name of the Company by any one

of its Chairman of the Board, its Vice Chairman, its President or a Vice

President (regardless of vice presidential designation), and by any one of its

Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and

delivered to the Trustee.




 




“Consolidated

Interest Expense”  means, without duplication, for any period, the sum of

(a) the interest expense of the Company and its Consolidated Restricted

Subsidiaries for such period, on a Consolidated basis, including, without

limitation, (i) amortization of debt discount, (ii) the net cost

under interest rate contracts (including amortization of discounts),

(iii) the interest portion of any deferred payment obligation and

(iv) accrued interest, plus (b) the interest component of the Capital

Lease Obligations paid, accrued and/or scheduled to be paid or accrued by the

Company during such period, and all capitalized interest of the Company and its

Consolidated Restricted Subsidiaries, in each case as determined in accordance

with GAAP consistently applied.




 




“Consolidated Net

Income (Loss)”  means, for any period, the Consolidated net income (or

loss) of the Company and its Consolidated Restricted Subsidiaries for such

period as determined in accordance with GAAP consistently applied, adjusted, to

the




 




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extent included in calculating such net income (or loss), by excluding,

without duplication, (i) all extraordinary gains but not losses (less all

fees and expenses relating thereto), (ii) the portion of net income (or

loss) of the Company and its Consolidated Restricted Subsidiaries allocable to

interests in unconsolidated Persons or Unrestricted Subsidiaries, except to the

extent of the amount of dividends or distributions actually paid to the Company

or its Consolidated Restricted Subsidiaries by such other Person during such

period, (iii) net income (or loss) of any Person combined with the Company

or any of its Restricted Subsidiaries on a “pooling of interests” basis

attributable to any period prior to the date of combination, (iv) any gain

or loss, net of taxes, realized upon the termination of any employee pension

benefit plan, (v) net gains but not losses (less all fees and expenses

relating thereto) in respect of dispositions of assets other than in the

ordinary course of business, or (vi) the net income of any Restricted

Subsidiary to the extent that the declaration of dividends or similar distributions

by that Restricted Subsidiary of that income is not at the time permitted,

directly or indirectly, by operation of the terms of its charter or any

agreement, instrument, judgment, decree, order, statute, rule or governmental

regulation applicable to that Restricted Subsidiary or its shareholders.




 




“Consolidated Net

Worth”  means the Consolidated equity of the holders of Equity

Interests (excluding Disqualified Equity Interests) of the Company and its

Restricted Subsidiaries, as determined in accordance with GAAP consistently

applied.




 




“Consolidation” means, with respect to any Person, the

consolidation of the accounts of such Person and each of its subsidiaries

(other than any Unrestricted Subsidiaries) if and to the extent the accounts of

such Person and each of its subsidiaries (other than any Unrestricted

Subsidiaries) would normally be consolidated with those of such Person, all in

accordance with GAAP consistently applied. 

The term “Consolidated” shall have a similar meaning.




 




“Corporate Trust

Office”  means the office of the Trustee or an affiliate or

agent thereof at which at any particular time the corporate trust business for

the purposes of this Indenture shall be principally administered, which office

at the date of execution of this Indenture is located at First Union National

Bank, 901 East Cary Street, 2nd Floor, Richmond, Virginia 23219,

Attention: Patricia Welling.




 




“Cumulative Consolidated Interest Expense”  means, as of any date of determination,

Consolidated Interest Expense from September 30, 1993 to the end of the

Company’s most recently ended full fiscal quarter prior to such date, taken as

a single accounting period.




 




“Cumulative Operating Cash Flow”  means, as of any date of determination, Operating Cash

Flow from September 30, 1993 to the end of the Company’s most recently ended

full fiscal quarter prior to such date, taken as a single accounting period.




 




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“Debt to Operating

Cash Flow Ratio”  means, as of any date of determination, the ratio of

(a) the aggregate principal amount of all outstanding Indebtedness of the

Company and its Restricted Subsidiaries as of such date on a Consolidated basis

plus the aggregate liquidation preference or redemption amount of all Disqualified

Equity Interests of the Company (excluding any such Disqualified Equity

Interests held by the Company or a Wholly Owned Restricted Subsidiary of the

Company), to (b) Operating Cash Flow of the Company and its Restricted

Subsidiaries on a Consolidated basis for the four most recent full fiscal

quarters ending immediately prior to such date, determined on a pro forma basis

(and after giving pro forma effect to (i) the incurrence of such

Indebtedness and (if applicable) the application of the net proceeds therefrom,

including to refinance other Indebtedness, as if such Indebtedness was

incurred, and the application of such proceeds occurred, at the beginning of

such four-quarter period; (ii) the incurrence, repayment or retirement of

any other Indebtedness by the Company and its Restricted Subsidiaries since the

first day of such four-quarter period as if such Indebtedness was incurred,

repaid or retired at the beginning of such four-quarter period (except that, in

making such computation, the amount of Indebtedness under any revolving credit

facility shall be computed based upon the average balance of such Indebtedness

at the end of each month during such four-quarter period); (iii) in the

case of Acquired Indebtedness, the related acquisition, as if such acquisition

had occurred at the beginning of such four-quarter period; and (iv) any

acquisition or disposition by the Company and its Restricted Subsidiaries of

any company or any business or any assets out of the ordinary course of

business, or any related repayment of Indebtedness, in each case since the

first day of such four-quarter period, assuming such acquisition or disposition

had been consummated on the first day of such four-quarter period).




 




“Default”  means any event which is, or after notice

or passage of any time or both would be, an Event of Default.




 




“Depositary”  means, with respect to the Securities

issued in the form of Global Securities, if any, The Depository Trust Company,

a New York limited purpose corporation, its nominees and successors, or any

other Person designated as the Depositary by the Company pursuant to

Section 305(b), in each case registered as a “clearing agency” under the

Exchange Act and maintaining a book-entry system that qualifies for treatment

as “registered form” under Section 163(f) of the Code.




 




“Designated

Guarantor Senior Indebtedness” means (i) all Guarantor Senior

Indebtedness which guarantees Indebtedness under the Bank Credit Agreement and

(ii) any other Guarantor Senior Indebtedness which is incurred pursuant to

an agreement (or series of related agreements) simultaneously entered into

providing for indebtedness, or commitments to lend, of at least $25,000,000 at

the time of determination and is specifically designated in the instrument

evidencing such Guarantor Senior Indebtedness or the agreement under which such

Senior Indebtedness arises as “Designated Guarantor




 




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Senior Indebtedness” by the Guarantor which is the obligor under the

Guarantor Senior Indebtedness.




 




“Designated Senior

Indebtedness”  means (i) all Senior Indebtedness outstanding

under the Bank Credit Agreement and (ii) any other Senior Indebtedness

which is incurred pursuant to an agreement (or series of related agreements)

simultaneously entered into providing for indebtedness, or commitments to lend,

of at least $25,000,000 at the time of determination and is specifically

designated in the instrument evidencing such Senior Indebtedness or the

agreement under which such Senior Indebtedness arises as “Designated Senior

Indebtedness” by the Company.




 




“Disqualified

Equity Interests”  means any Equity Interests that, either by their terms

or by the terms of any security into which they are convertible or exchangeable

or otherwise, are, or upon the happening of an event or passage of time would

be, required to be redeemed prior to any Stated Maturity of the principal of

the Securities or are redeemable at the option of the holder thereof at any

time prior to any such Stated Maturity (other than upon a change of control of

or sale of assets by the Company in circumstances where the holders of the

Securities would have similar rights), or are convertible into or exchangeable

for debt securities at any time prior to any such Stated Maturity at the option

of the holder thereof.




 




“Equity Interest”of any Person

means any and all shares, interests, rights to purchase, warrants, options,

participations or other equivalents of or interests in (however designated)

corporate stock or other equity participations, including partnership

interests, whether general or limited, of such Person, including any Preferred

Equity Interests.




 




“Euroclear” means the Euroclear Clearance System or

any successor securities clearing agency.




 




“Event of Default”  has the meaning specified in Article

Five.




 




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




 




“Exchange Offer” means the exchange offer by the Company of

Series B Securities for Series A Securities to be effected pursuant to

Section 2(a) of the Registration Rights Agreement.




 




“Exchange Offer

Registration Statement”  means the registration statement under the Securities

Act contemplated by Section 2(a) of the Registration Rights Agreement.




 




“Fair Market Value” means, with respect to any asset or property,

the sale value that would be obtained in an arm’s-length transaction between an

informed and 




 




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willing seller under no compulsion to sell and an

informed and willing buyer under no compulsion to buy.




 




“Film Contract”  means contracts with suppliers that convey the right

to broadcast specified films, videotape motion pictures, syndicated television

programs or sports or other programming.




 




“Founders’ Notes” means the term notes, dated

September 30, 1990, made by the Company to Julian S. Smith and to Carolyn

C. Smith pursuant to a stock redemption agreement, dated June 19, 1990,

among the Company, certain of its Subsidiaries, Julian S. Smith, Carolyn C.

Smith, David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E.

Smith.




 




“Generally

Accepted Accounting Principles” or “GAAP”  means generally accepted accounting principles in the

United States, consistently applied, which are in effect on the date of this

Indenture.




 




“Global Security” means a Security in book-entry form in the

form prescribed in Sections 202 through 205 evidencing all or part of the

Securities, issued to the Depositary or its nominee and registered in the name

of the Depositary or such nominee.




 




“Guarantee”  means the guarantee by any Guarantor of

the Company’s Indenture Obligations pursuant to a guarantee given in accordance

with this Indenture, including, without limitation, the Guarantees by the

Guarantors included in Article Fourteen of this Indenture and any Guarantee

delivered pursuant to Section 1014.




 




“Guaranteed Debt” of any Person means, without duplication, all

Indebtedness of any other Person referred to in the definition of Indebtedness

contained in this Section guaranteed directly or indirectly in any manner by

such Person, or in effect guaranteed directly or indirectly by such Person

through an agreement (i) to pay or purchase such Indebtedness or to

advance or supply funds for the payment or purchase of such Indebtedness,

(ii) to purchase, sell or lease (as lessee or lessor) property, or to

purchase or sell services, primarily for the purpose of enabling the debtor to

make payment of such Indebtedness or to assure the holder of such Indebtedness

against loss, (iii) to supply funds to, or in any other manner invest in,

the debtor (including any agreement to pay for property or services without

requiring that such property be received or such services be rendered),

(iv) to maintain working capital or equity capital of the debtor, or

otherwise to maintain the net worth, solvency or other financial condition of

the debtor or (v) otherwise to assure a creditor against loss; provided

that the term “guarantee” shall not include endorsements for collection or

deposit, in either case in the ordinary course of business.




 




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“Guarantor”  means the Subsidiaries listed as

guarantors in this Indenture or any other guarantor of the Indenture

Obligations.




 




“Guarantor Senior

Indebtedness”  is defined as the principal of, premium, if any, and

interest (including interest accruing after the filing of a petition initiating

any proceeding under any state, federal or foreign bankruptcy laws whether or

not allowable as a claim in such proceeding) on any Indebtedness of any

Guarantor (other than as otherwise provided in this definition), whether

outstanding on the date of this Indenture or thereafter created, incurred or

assumed, and whether at any time owing, actually or contingent, unless, in the

case of any particular Indebtedness, the instrument creating or evidencing the

same or pursuant to which the same is outstanding expressly provides that such

Indebtedness shall not be senior in right of payment to any Guarantee.  Without limiting the generality of the

foregoing, “Guarantor Senior Indebtedness” shall include (i) the principal

of, premium, if any, and interest (including interest accruing after the filing

of a petition initiating any proceeding under any state, federal or foreign

bankruptcy law whether or not allowable as a claim in such proceeding) and all

other obligations of every nature of any Guarantor from time to time owed to

the lenders (or their agent) under the Bank Credit Agreement; provided, however,

that any Indebtedness under any refinancing, refunding or replacement of the

Bank Credit Agreement shall not constitute Guarantor Senior Indebtedness to the

extent that the Indebtedness thereunder is by its express terms subordinate to

any other Indebtedness of any Guarantor, (ii) Indebtedness evidenced by any

guarantee of the Founders’ Notes and (iii) Indebtedness under Interest Rate

Agreements.  Notwithstanding the

foregoing, “Guarantor Senior Indebtedness” shall not include

(i) Indebtedness evidenced by the Guarantees, (ii) Indebtedness that

is subordinate or junior in right of payment to any Indebtedness of any

Guarantor, (iii) Indebtedness which when incurred and without respect to

any election under Section 1111(b) of Title 11 of the United States Code,

is without recourse to any Guarantor, (iv) Indebtedness which is

represented by Disqualified Equity Interests, (v) any liability for

foreign, federal, state, local or other taxes owed or owing by any Guarantor to

the extent such liability constitutes Indebtedness, (vi) Indebtedness of

any Guarantor to a Subsidiary or any other Affiliate of the Company or any of

such Affiliate’s subsidiaries, (vii) Indebtedness evidenced by any

guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness,

(viii) that portion of any Indebtedness which at the time of issuance is

issued in violation of this Indenture, and (ix) Indebtedness owed by any

Guarantor for compensation to employees or for services.




 




“Holder”  means a Person in whose name a Security

is registered in the Security Register.




 




“Indebtedness”  means, with respect to any Person,

without duplication, (i) all indebtedness of such Person for borrowed

money or for the deferred purchase price of property or services, excluding any

trade payables and other accrued current liabilities




 




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arising in the ordinary course of business, but including, without

limitation, all obligations, contingent or otherwise, of such Person in

connection with any letters of credit issued under letter of credit facilities,

acceptance facilities or other similar facilities and in connection with any

agreement to purchase, redeem, exchange, convert or otherwise acquire for value

any Equity Interests of such Person, or any warrants, rights or options to

acquire such Equity Interests, now or hereafter outstanding, (ii) all

obligations of such Person evidenced by bonds, notes, debentures or other

similar instruments, (iii) all indebtedness created or arising under any

conditional sale or other title retention agreement with respect to property

acquired by such Person (even if the rights and remedies of the seller or

lender under such agreement in the event of default are limited to repossession

or sale of such property), but excluding trade payables arising in the ordinary

course of business, (iv) all obligations under Interest Rate Agreements of

such Person, (v) all Capital Lease Obligations of such Person,

(vi) all Indebtedness referred to in clauses (i) through (v) above of

other Persons and all dividends of other Persons, the payment of which is

secured by (or for which the holder of such Indebtedness has an existing right,

contingent or otherwise, to be secured by) any Lien, upon or with respect to

property (including, without limitation, accounts and contract rights) owned by

such Person, even though such Person has not assumed or become liable for the

payment of such Indebtedness, (vii) all Guaranteed Debt of such Person,

(viii) all Disqualified Equity Interests valued at the greater of their

voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid

dividends, and (ix) any amendment, supplement, modification, deferral,

renewal, extension, refunding or refinancing of any liability of the types

referred to in clauses (i) through (viii) above; provided, however,

that the term Indebtedness shall not include (1) any obligations of the Company

and its Restricted Subsidiaries with respect to Film Contracts entered into in

the ordinary course of business and (2) the $200 million aggregate liquidation

value of the 11 5/8% High Yield Trust Offered Preferred Securities of Sinclair

Capital (the “HYTOPS”) and any other similar instruments issued to replace or

refinance the HYTOPS.  The amount of

Indebtedness of any Person at any date shall be, without duplication, the

principal amount that would be shown on a balance sheet of such Person prepared

as of such date in accordance with GAAP and the maximum determinable liability

of any Guaranteed Debt referred to in clause (vii) above at such date.  The Indebtedness of the Company and its

Restricted Subsidiaries shall not include any Indebtedness of Unrestricted

Subsidiaries so long as such Indebtedness is non-recourse to the Company and

the Restricted Subsidiaries.  For

purposes hereof, the “maximum fixed repurchase price” of any Disqualified Equity

Interests which do not have a fixed repurchase price shall be calculated in

accordance with the terms of such Disqualified Equity Interests as if such

Disqualified Equity Interests were purchased on any date on which Indebtedness

shall be required to be determined pursuant to this Indenture, and if such

price is based upon, or measured by, the Fair Market Value of such Disqualified

Equity Interests, such Fair Market Value to be determined in good faith by the

Board of Directors of the issuer of such Disqualified Equity Interests.




 




12





























 




“Indenture” means this instrument as originally

executed and as it may from time to time be supplemented or amended by one or

more indentures supplemental hereto entered into pursuant to the applicable

provisions hereof, including, for all purposes of this instrument and any such

supplemental indenture, the provisions of the Trust Indenture Act that are

deemed to be a part of and govern this instrument and any such supplemental

indenture, respectively.




 




“Indenture Obligations”  means

the obligations of the Company and any other obligor under this Indenture or

under the Securities, including any Guarantor, to pay principal, premium, if

any, and interest when due and payable, and all other amounts due or to become

due under or in connection with this Indenture, the Securities and the

performance of all other obligations to the Trustee and the Holders under this

Indenture and the Securities, according to the terms hereof and thereof.




 




“Independent Director”  means

a director of the Company other than a director (i) who (apart from being

a director of the Company or any Subsidiary) is an employee, insider, associate

or Affiliate of the Company or a Subsidiary or has held any such position

during the previous five years or (ii) who is a director, an employee,

insider, associate or Affiliate of another party to the transaction in

question.




 




“Initial Purchasers”   shall mean Deutsche Banc Alex. Brown Inc.,

J.P. Morgan Securities Inc., Bear Stearns & Co. Inc., Scotia Capital (USA),

Inc., Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated as initial

purchasers of the Securities.




 




“Initial Securities” has the meaning specified in the

Recitals.




 




“Interest Payment Date”  means

the Stated Maturity of an installment of interest on the Securities.




 




“Interest Rate

Agreements”  means one or more of the following agreements which

shall be entered into by one or more financial institutions:  interest rate protection agreements

(including, without limitation, interest rate swaps, caps, floors, collars and

similar agreements) and any obligations in respect of any Hedging Agreements

(as defined in the Bank Credit Agreement).




 




“Investments”  means, with respect to any Person,

directly or indirectly, any advance, loan (including guarantees), or other

extension of credit or capital contribution to (by means of any transfer of

cash or other property to others or any payment for property or services for

the account or use of others), or any purchase, acquisition or ownership by

such Person of any Equity Interests, bonds, notes, debentures or other

securities or assets issued or owned by any other Person and all other items

that would be classified as investments on a balance sheet prepared in

accordance with GAAP.




 




13





























 




 




“Issue Date”  means December 10, 2001.




 




“Lien”  means any mortgage, charge, pledge, lien

(statutory or otherwise), privilege, security interest, hypothecation or other

encumbrance upon or with respect to any property of any kind (including any

conditional sale or other title retention agreement, any leases in the nature

thereof, and any agreement to give any security interest), real or personal,

movable or immovable, now owned or hereafter acquired.




 




“Local Marketing

Agreement”  means a local marketing arrangement, sale agreement,

time brokerage agreement, management agreement or similar arrangement pursuant

to which a Person (i) obtains the right to sell at least a majority of the

advertising inventory of a television station on behalf of a third party,

(ii) purchases at least a majority of the air time of a television station

to exhibit programming and sell advertising time, (iii) manages the

selling operations of a television station with respect to at least a majority

of the advertising inventory of such station, (iv) manages the acquisition of

programming for a television station, (v) acts as a program consultant for a

television station, or (vi) manages the operation of a television station

generally.




 




“Maturity”, when used with respect to any Security,

means the date on which the principal of such Security becomes due and payable

as therein provided or as provided in this Indenture, whether at Stated

Maturity, the Offer Date, or the Redemption Date and whether by declaration of

acceleration, Offer in respect of Excess Proceeds, Change of Control, call for

redemption or otherwise.




 




“Moody’s”  means Moody’s Investors Service, Inc. or

any successor rating agency.




 




“Net Cash Proceeds” means (a) with respect to any Asset Sale

by any Person, the proceeds thereof in the form of cash or Temporary Cash

Investments including payments in respect of deferred payment obligations when

received in the form of, or stock or other assets when disposed of for, cash or

Temporary Cash Investments (except to the extent that such obligations are

financed or sold with recourse to the Company or any Restricted Subsidiary) net

of (i) brokerage commissions and other reasonable fees and expenses

(including fees and expenses of counsel and investment bankers) related to such

Asset Sale, (ii) provisions for all taxes payable as a result of such

Asset Sale, (iii) payments made to retire Indebtedness where payment of

such Indebtedness is secured by the assets or properties the subject of such

Asset Sale, (iv) amounts required to be paid to any Person (other than the

Company or any Restricted Subsidiary) owning a beneficial interest in the

assets subject to the Asset Sale and (v) appropriate amounts to be

provided by the Company or any Restricted Subsidiary, as the case may be, as a

reserve, in accordance with GAAP, against any liabilities associated with such

Asset Sale and retained by the Company or any Restricted Subsidiary, as the

case may be, after such Asset Sale, including, without limitation, pension and

other post-employment benefit




 




14





























 




liabilities, liabilities related to environmental matters and

liabilities under any indemnification obligations associated with such Asset

Sale, all as reflected in an Officers’ Certificate delivered to the Trustee and

(b) with respect to any issuance or sale of Equity Interests, or debt

securities or Equity Interests that have been converted into or exchanged for

Equity Interests, as referred to under Section 1009, the proceeds of such issuance

or sale in the form of cash or Temporary Cash Investments, including payments

in respect of deferred payment obligations when received in the form of, or

stock or other assets when disposed for, cash or Temporary Cash Investments

(except to the extent that such obligations are financed or sold with recourse

to the Company or any Restricted Subsidiary), net of attorney’s fees,

accountant’s fees and brokerage, consultation, underwriting and other fees and

expenses actually incurred in connection with such issuance or sale and net of

taxes paid or payable as a result thereof.




 




“Non-payment Default”  means

any event (other than a Payment Default) the occurrence of which entitles one

or more Persons to accelerate the maturity of any Designated Senior Indebtedness.




 




“Officers’ Certificate”  means

a certificate signed by the Chairman of the Board, Vice Chairman, the President

or a Vice President (regardless of vice presidential designation), and by the

Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of

the Company or any Guarantor, as the case may be, and delivered to the Trustee.




 




“Operating Cash Flow”  means,

for any period, the Consolidated Net Income (Loss) of the Company and its

Restricted Subsidiaries for such period, plus (a) extraordinary net losses

and net losses on sales of assets outside the ordinary course of business

during such period, to the extent such losses were deducted in computing

Consolidated Net Income (Loss), plus (b) provision for taxes based on

income or profits, to the extent such provision for taxes was included in

computing such Consolidated Net Income (Loss), and any provision for taxes

utilized in computing the net losses under clause (a) hereof, plus

(c) Consolidated Interest Expense of the Company and its Restricted

Subsidiaries for such period, plus (d) depreciation, amortization and all

other non-cash charges, to the extent such depreciation, amortization and other

non-cash charges were deducted in computing such Consolidated Net Income (Loss)

(including amortization of goodwill and other intangibles, including Film

Contracts and write-downs of Film Contracts), minus (e) any cash payments

contractually required to be made with respect to Film Contracts (to the extent

not previously included in computing such Consolidated Net Income (Loss)).




 




“Opinion of Counsel” means a written opinion of counsel, who may

be counsel for the Company, any of the Guarantors or the Trustee, unless an

Opinion of Independent Counsel is required pursuant to the terms of this Indenture,

and who shall be acceptable to the Trustee.




 




15





























 




“Opinion of

Independent Counsel”  means a written opinion of counsel issued by someone

who is not an employee or consultant of the Company or any Guarantor and who

shall be acceptable to the Trustee.




 




“Outstanding”  when used with respect to Securities

means, as of the date of determination, all Securities theretofore

authenticated and delivered under this Indenture, except:




 




(a)           Securities

theretofore cancelled by the Trustee or delivered to the Trustee for

cancellation;




 




(b)           Securities, or

portions thereof, for whose payment or redemption money in the necessary amount

has been theretofore deposited with the Trustee or any Paying Agent (other than

the Company or any Affiliate thereof) in trust or set aside and segregated in

trust by the Company or such Affiliate (if the Company or such Affiliate shall

act as the Paying Agent) for the Holders; provided that if such Securities are

to be redeemed, notice of such redemption has been duly given pursuant to this

Indenture or provision therefor reasonably satisfactory to the Trustee has been

made;




 




(c)           Securities, except

to the extent provided in Sections 402 and 403, with respect to which the

Company has effected defeasance or covenant defeasance as provided in Article

Four; and




 




(d)           Securities in

exchange for or in lieu of which other Securities have been authenticated and

delivered pursuant to this Indenture, other than any such Securities in respect

of which there shall have been presented to the Trustee proof reasonably

satisfactory to it that such Securities are held by a bona fide purchaser in

whose hands the Securities are valid obligations of the Company; provided,

however, that in determining whether the Holders of the requisite principal

amount of Outstanding Securities have given any request, demand, authorization,

direction, notice, consent or waiver hereunder, Securities owned by the

Company, any Guarantor, or any other obligor upon the Securities or any

Affiliate of the Company, any Guarantor, or such other obligor shall be

disregarded and deemed not to be Outstanding, except that, in determining

whether the Trustee shall be protected in relying upon any such request,

demand, authorization, direction, notice, consent or waiver, only Securities

which the Trustee knows to be so owned shall be so disregarded.  Securities so owned which have been pledged

in good faith may be regarded as Outstanding if the pledgee establishes to the

reasonable satisfaction of the Trustee the pledgee’s right so to act with

respect to such Securities and that the pledgee is not the Company, any

Guarantor or any other obligor upon the Securities or any Affiliate of the

Company, any Guarantor or such other obligor.




 




16





























 




“Pari Passu

Indebtedness”  means any Indebtedness of the Company or any Guarantor

that is pari  passu in right of payment to the Securities or any

Guarantee, as the case may be.




 




“Paying Agent”  means any Person authorized by the

Company to pay the principal of, premium, if any, or interest on any Securities

on behalf of the Company.




 




“Payment Default” means any default in the payment of principal

of, premium, if any, or interest, on any Designated Senior Indebtedness.




 




“Permitted

Guarantor Junior Securities” means

(so long as the effect of any exclusion employing this definition is not to

cause the Guarantee to be treated in any case or proceeding or similar event

described in clause (a), (b) or (c) of Section 1417 as part of the same class

of claims as the Guarantor Senior Indebtedness or any class of claims pari

passu with, or senior to, the Guarantor Senior Indebtedness) for any

payment or distribution, debt or equity securities of any Guarantor or any

successor corporation provided for by a plan of reorganization or readjustment

that are subordinated at least to the same extent that the Guarantee is

subordinated to the payment of all Guarantor Senior Indebtedness then

outstanding; provided that (1) if a new corporation results from such

reorganization or readjustment, such corporation assumes any Guarantor Senior

Indebtedness not paid in full in cash or Cash Equivalents in connection with

such reorganization or readjustment and (2) the rights of the holders of such Guarantor

Senior Indebtedness are not, without the consent of such holders, altered by

such reorganization or readjustment.




 




“Permitted Holders” means as of the date of determination

(i) any of David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert

E. Smith; (ii) family members or the relatives of the Persons described in

clause (i); (iii) any trusts created for the benefit of the Persons

described in clause (i), (ii) or (iv) or any trust for the benefit of any such

trust; or (iv) in the event of the incompetence or death of any of the

Persons described in clauses (i) and (ii), such Person’s estate, executor,

administrator, committee or other personal representative or beneficiaries, in

each case who at any particular date shall beneficially own or have the right

to acquire, directly or indirectly, Equity Interests of the Company.




 




“Permitted

Indebtedness”  has the meaning specified in Section 1008.




 




“Permitted Investment”  means

(i) Investments in any Wholly Owned Restricted Subsidiary;

(ii) Indebtedness of the Company or a Restricted Subsidiary described

under clauses (vi) and (vii) of the definition of “Permitted Indebtedness”;

(iii) Temporary Cash Investments; (iv) Investments acquired by the

Company or any Restricted Subsidiary in connection with an Asset Sale permitted

under Section 1013 to the extent such Investments are non-cash proceeds as

permitted under such covenant;




 




17





























 




(v) guarantees of Indebtedness otherwise permitted by this

Indenture; (vi) Investments in existence on the date of this Indenture;

(vii) loans up to an aggregate of $1,000,000 outstanding at any time to

employees pursuant to benefits available to the employees of the Company or any

Restricted Subsidiary from time to time in the ordinary course of business;

(viii) any Investments in the Securities; (ix) a Guarantee by any

Guarantor and any other guarantee given by a Guarantor of any Indebtedness of

the Company in accordance with this Indenture; (x) Investments by the

Company or any Restricted Subsidiary in a Person, if as a result of such

Investment (I) such Person becomes a Restricted Subsidiary or

(II) such Person is merged, consolidated with or into, or transfers or

conveys substantially all of its assets to, or is liquidated into, the Company

or a Restricted Subsidiary; and (xi) other Investments that do not exceed

$5,000,000 at any time outstanding.




 




“Permitted Junior

Securities”  means (so long as the effect of any exclusion

employing this definition is not to cause the Securities to be treated in any

case or proceeding or similar event described in clause (a), (b) or (c) of

Section 1202 as part of the same class of claims as the Senior Indebtedness or

any class of claims pari  passu with, or senior to, the Senior

Indebtedness) for any payment or distribution, debt or equity securities of the

Company or any successor corporation provided for by a plan of reorganization

or readjustment that are subordinated at least to the same extent that the

Securities are subordinated to the payment of all Senior Indebtedness then

outstanding; provided that (1) if a new corporation results from such

reorganization or readjustment, such corporation assumes any Senior

Indebtedness not paid in full in cash or Cash Equivalents in connection with

such reorganization or readjustment and (2) the rights of the holders of such

Senior Indebtedness are not, without the consent of such holders, altered by

such reorganization or readjustment.




 




“Permitted Subsidiary Indebtedness”  means:




 




(i)            Indebtedness of any

Guarantor under Capital Lease Obligations incurred in the ordinary course of

business; and




 




(ii)           Indebtedness of any

Guarantor (a) issued to finance or refinance the purchase or construction of

any assets of such Guarantor or (b) secured by a Lien on any assets of such

Guarantor where the lender’s sole recourse is to the assets so encumbered, in

either case (x) to the extent the purchase or construction prices for such

assets are or should be included in “property and equipment” in accordance with

GAAP and (y) if the purchase or construction of such assets is not part of any

acquisition of a Person or business unit.




 




“Person”  means any individual, corporation,

limited liability company, partnership, joint venture, association, joint-stock

company, trust, unincorporated organization or government or any agency or

political subdivisions thereof.




 




18





























 




“Predecessor Security”  of

any particular Security means every previous Security evidencing all or a

portion of the same debt as that evidenced by such particular Security; and,

for the purposes of this definition, any Security authenticated and delivered

under Section 308 in exchange for a mutilated Security or in lieu of a lost,

destroyed or stolen Security shall be deemed to evidence the same debt as the

mutilated, lost, destroyed or stolen Security.




 




“Preferred Equity

Interest”,

as applied to the Equity Interest of any Person, means an Equity Interest of

any class or classes (however designated) which is preferred as to the payment

of dividends or distributions, or as to the distribution of assets upon any

voluntary or involuntary liquidation or dissolution of such person, over Equity

Interests of any other class of such Person.




 




“Prospectus”  means the prospectus included in a

Registration Statement, including any preliminary prospectus, and any such

prospectus as amended or supplemented by any prospectus supplement, including

any such prospectus supplement with respect to the terms of the offering of any

portion of the Series A Securities covered by a Shelf Registration Statement,

and by all other amendments and supplements to such prospectus, including

post-effective amendments, and in each case including all material incorporated

by reference therein.




 




“Public Equity

Offering”  means, with respect to any Person, an underwritten

public offering by such Person of some or all of its Equity Interests (other

than Disqualified Equity Interests), the net proceeds of which (after deducting

any underwriting discounts and commissions) exceed $10,000,000.




 




“Qualified Equity

Interests”  of any Person means any and all Equity Interests of

such Person other than Disqualified Equity Interests.




 




“Redemption Date” when used with respect to any Security to be

redeemed pursuant to any provision in this Indenture means the date fixed for

such redemption by or pursuant to this Indenture.




 




“Redemption Price” when used with respect to any Security to be

redeemed pursuant to any provision in this Indenture means the price at which

it is to be redeemed pursuant to this Indenture.




 




“Registration

Rights Agreement”  means the Registration Rights Agreement,

dated as of December 10, 2001, among the Company, the Guarantors and the

Initial Purchasers.




 




“Registration

Statement”  means any registration statement of the Company which

covers any of the Series A Securities or Series B Securities pursuant to

the




 




19





























 




provisions of the Registration Rights Agreement, and all amendments and

supplements to any such Registration Statement, including post-effective

amendments, in each case including the Prospectus contained therein, all

exhibits thereto and all material incorporated by reference therein.




 




“Regular Record Date”  for

the interest payable on any Interest Payment Date means the 15th day (whether

or not a Business Day) next preceding such Interest Payment Date.




 




“Regulation S”  means

Regulation S under the Securities Act.




 




“Regulation S Global Securities”  means

one or more permanent Global Securities in registered form representing the

aggregate principal amount of Securities sold in reliance on Regulation S

under the Securities Act.




 




“Responsible Officer”  when

used with respect to the Trustee means any officer assigned to the Corporate

Trust Office or the agent of the Trustee appointed hereunder, including any

vice president, assistant vice president, assistant secretary, or any other

officer or assistant officer of the Trustee or the agent of the Trustee

appointed hereunder to whom any corporate trust matter is referred because of

his or her knowledge of and familiarity with the particular subject.




 




“Restricted Payment”  has

the meaning specified in Section 1009.




 




“Restricted

Securities Legend”  means a legend substantially in the form of the legend

required in the form of Security set forth in Section 202 to be placed upon a

Restricted Security.




 




“Restricted

Securities Transfer Certificate”  means a certificate substantially in the form set

forth in Exhibit A.




 




“Restricted Security”  means

each Security required pursuant to Section 306 to bear a Restricted Securities

Legend.




 




“Restricted

Subsidiary”  means a Subsidiary of the Company other than an

Unrestricted Subsidiary.




 




“Rule 144A”  means

Rule 144A under the Securities Act.




 




“Rule 144A Global Securities”  means

one or more permanent Global Securities in registered form representing the

aggregate principal amount of Securities sold in reliance on Rule 144A

under the Securities Act.




 




20





























 




“Rule 144A Information”  shall

be such information with respect to the Company and the Guarantors as is

specified pursuant to Rule 144A(d)(4) under the Securities Act (or any

successor provision thereto).




 




“Sale and

Leaseback Transaction”  means any transaction or series of

related transactions pursuant to which the Company or a Restricted Subsidiary

sells or transfers any property or asset in connection with the leasing, or the

resale against installment payments, of such property or asset to the seller or

transferor.




 




“S&P” means Standard & Poor’s Ratings

Group, a division of the McGraw Hill Companies, or any successor rating agency.




 




“Securities”  has the meaning specified in the

Recitals.




 




“Securities Act”means the

Securities Act of 1933, as amended.




 




“Security Register” and

“Security Registrar” have the respective meanings specified in Section 306.




 




“Senior Indebtedness”  is

defined as the principal of, premium, if any, and interest (including interest

accruing after the filing of a petition initiating any proceeding under any

state, federal or foreign bankruptcy law whether or not allowable as a claim in

such proceeding) on any Indebtedness of the Company (other than as otherwise

provided in this definition), whether outstanding on the date of this Indenture

or thereafter created, incurred or assumed, and whether at any time owing,

actually or contingent, unless, in the case of any particular Indebtedness, the

instrument creating or evidencing the same or pursuant to which the same is

outstanding expressly provides that such Indebtedness shall not be senior in

right of payment to the Securities. 

Without limiting the generality of the foregoing, “Senior Indebtedness”

shall include (i) the principal of, premium, if any, and interest (including

interest accruing after the filing of a petition initiating any proceeding

under any state, federal or foreign bankruptcy law whether or not allowable as

a claim in such proceeding) and all other obligations of every nature of the

Company from time to time owed to the lenders (or their agent) under the Bank

Credit Agreement; provided, however, that any Indebtedness under

any refinancing, refunding or replacement of the Bank Credit Agreement shall

not constitute Senior Indebtedness to the extent that the Indebtedness

thereunder is by its express terms subordinate to any other Indebtedness of the

Company, (ii) Indebtedness outstanding under the Founders’ Notes and

(iii) Indebtedness under Interest Rate Agreements.  Notwithstanding the foregoing, “Senior Indebtedness”

shall not include (i) Indebtedness evidenced by the Securities,

(ii) Indebtedness that is subordinate or junior in right of payment to any

Indebtedness of the Company, (iii) Indebtedness which when incurred and

without respect to any election under Section 1111(b) of Title 11 of the United

States Code, is without recourse to the Company, (iv) Indebtedness which

is represented by Disqualified Equity Interests, (v) any 




 




21





























 




liability for foreign, federal, state, local or other taxes owed or

owing by the Company to the extent such liability constitutes Indebtedness,

(vi) Indebtedness of the Company to a Subsidiary or any other Affiliate of the

Company or any of such Affiliate’s subsidiaries, (vii) that portion of any

Indebtedness which at the time of issuance is issued in violation of this

Indenture, and (viii) Indebtedness owed by the Company for compensation to

employees or for services.




 




“Series A Securities”  has

the meaning specified in the Recitals.




 




“Series B Securities”  has

the meaning specified in the Recitals.




 




“Shelf

Registration Statement”  means a “shelf” registration statement of the Company

pursuant to Section 2(b) of the Registration Rights Agreement, which

covers all or a portion of the Registrable Securities (as defined in the

Registration Rights Agreement) on an appropriate form under Rule 415 under the

Securities Act, or any similar rule that may be adopted by the Commission, and

all amendments and supplements to such registration statement, including

post-effective amendments, in each case including the Prospectus contained

therein, all exhibits thereto and all material incorporated by reference

therein.




 




“Special Record Date”  for

the payment of any Defaulted Interest means a date fixed by the Trustee

pursuant to Section 309.




 




“Stated Maturity”when used with

respect to any Indebtedness or any installment of interest thereon, means the

date specified in such Indebtedness as the fixed date on which the principal of

such Indebtedness or such installment of interest is due and payable.




 




“Subordinated

Indebtedness”  means Indebtedness of the Company or any Guarantor

subordinated in right of payment to the Securities or a Guarantee, as the case

may be.




 




“Subsidiary”  means any Person a majority of the equity

ownership or the Voting Stock of which is at the time owned, directly or

indirectly, by the Company or by one or more other Subsidiaries, or by the

Company and one or more other Subsidiaries.




 




“Successor Security”  of

any particular Security means every Security issued after, and evidencing all

or a portion of the same debt as that evidenced by, such particular

Security.  For the purposes of this

definition, any Security authenticated and delivered under Section 308 in

exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall

be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen

Security.




 




22





























 




“Temporary Cash

Investments”  means (i) any evidence of Indebtedness, maturing

not more than one year after the date of acquisition, issued by the United

States of America, or an instrumentality or agency thereof and guaranteed fully

as to principal, premium, if any, and interest by the United States of America,

(ii) any certificate of deposit, maturing not more than one year after the

date of acquisition, issued by, or time deposit of, a commercial banking

institution (including the Trustee) that is a member of the Federal Reserve

System and that has combined capital and surplus and undivided profits of not

less than $500,000,000, whose debt has 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, (iii) commercial paper, maturing not

more than one year after the date of acquisition, issued by a corporation

(other than an Affiliate or Subsidiary of the Company) (including the Trustee)

organized and existing 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 and

(iv) any money market deposit accounts issued or offered by a domestic

commercial bank (including the Trustee) having capital and surplus in excess of

$500,000,000.




 




“Trust Indenture Act”  means

the Trust Indenture Act of 1939, as amended.




 




“Trustee”  means the Person named as the “Trustee”

in the first paragraph of this instrument, until a successor Trustee shall have

become such pursuant to the applicable provisions of this Indenture, and

thereafter “Trustee” shall mean such successor Trustee.




 




“Unrestricted

Subsidiary”  means (i) any Subsidiary of the Company that at

the time of determination shall be an Unrestricted Subsidiary (as designated by

the Board of Directors of the Company, as provided below) and (ii) any

Subsidiary of an Unrestricted Subsidiary. 

The Board of Directors of the Company may designate any Subsidiary of

the Company (including any newly acquired or newly formed Subsidiary) to be an

Unrestricted Subsidiary if all of the following conditions apply:  (a) such Subsidiary is not liable,

directly or indirectly, with respect to any Indebtedness other than

Unrestricted Subsidiary Indebtedness and (b) any Investment in such

Subsidiary made as a result of designating such Subsidiary an Unrestricted

Subsidiary shall not violate the provisions of Section 1019.  Any such designation by the Board of

Directors of the Company shall be evidenced to the Trustee by filing with the

Trustee a Board Resolution giving effect to such designation and an Officers’

Certificate certifying that such designation complies with the foregoing

conditions.  The Board of Directors of

the Company may designate any Unrestricted Subsidiary as a Restricted

Subsidiary; provided that immediately after giving effect to such

designation, the Company could incur $1.00 of additional Indebtedness (other

than Permitted Indebtedness) pursuant to the restrictions under Section

1008.  Cascom International, Inc., Sinclair

Communications of Portland, Inc., Sinclair Media IV, Inc., Sinclair Media V,

Inc., Sinclair Radio of Buffalo Licensee, LLC,




 




23





























 




Sinclair Radio of Buffalo, Inc., Sinclair Radio of Greenville Licensee,

Inc., Sinclair Radio of Kansas City Licensee, LLC, Sinclair Radio of Los

Angeles, Inc., Sinclair Radio of Los Angeles Licensee, Inc., Sinclair Radio of

Memphis, Inc., Sinclair Radio of Memphis Licensee, Inc., Sinclair Radio of

Milwaukee Licensee, LLC, Sinclair Radio of Nashville, Inc., Sinclair Radio of

Nashville Licensee, Inc., Sinclair Radio of New Orleans, LLC, Sinclair Radio of

New Orleans Licensee, LLC, Sinclair Radio of Norfolk/Greensboro Licensee L.P.,

Sinclair Radio of Norfolk Licensee, LLC, Sinclair Radio of Portland Licensee,

Inc., Sinclair Radio of Rochester Licensee, Inc., Sinclair Radio of St. Louis

Licensee, LLC, Sinclair Radio of St. Louis, Inc., Sinclair Radio of

Wilkes-Barre Licensee, LLC, Sinclair Radio of Wilkes-Barre, Inc., Sinclair

Television of Utica, Inc., Tuscaloosa Broadcasting, Inc., Tuscaloosa

Broadcasting Licensee, Inc., WNNE Licensee, Inc., WPTZ Licensee, Inc., Acrodyne

Communications, Inc., Sincaro, Ltd., KDSM, Inc., KDSM Licensee, LLC, Sinclair

Capital, G1440, Inc., Sinclair Ventures, Inc. and Cresap Enterprises, Inc. are

Unrestricted Subsidiaries.




 




“Unrestricted

Subsidiary Indebtedness”of any

Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary

(i) as to which neither the Company nor any Restricted Subsidiary is

directly or indirectly liable (by virtue of the Company or any such Restricted

Subsidiary being the primary obligor on, guarantor of, or otherwise liable in

any respect to, such Indebtedness), except Guaranteed Debt of the Company or

any Restricted Subsidiary to any Affiliate, in which case (unless the

incurrence of such Guaranteed Debt resulted in a Restricted Payment at the time

of incurrence) the Company shall be deemed to have made a Restricted Payment

equal to the principal amount of any such Indebtedness to the extent guaranteed

at the time such Affiliate is designated an Unrestricted Subsidiary and

(ii) which, upon the occurrence of a default with respect thereto, does

not result in, or permit any holder of any Indebtedness of the Company or any

Restricted Subsidiary to declare, a default on such Indebtedness of the Company

or any Restricted Subsidiary or cause the payment thereof to be accelerated or

payable prior to its Stated Maturity.




 




“U.S. Person” means a citizen or resident of the United

States, a corporation, partnership or other entity created or organized in or

under the laws of the United States or any political subdivision thereof, or an

estate or trust, the income of which is subject to United States federal income

taxation regardless of its source.




 




“Voting Stock”  means stock of the class or classes

pursuant to which the holders thereof have the general voting power under

ordinary circumstances to elect at least a majority of the board of directors,

managers or trustees of a corporation (irrespective of whether or not at the time

stock of any other class or classes shall have or might have voting power by

reason of the happening of any contingency).




 




“Wholly Owned

Restricted Subsidiary”  means a Restricted Subsidiary all the Equity Interest

of which is owned by the Company or another Wholly Owned Restricted 




 




24





























 




Subsidiary. 

The Wholly Owned Restricted Subsidiaries of the Company currently

consist of all of the Company’s Restricted Subsidiaries.




 




Section 102.  Other Definitions.




 








	

  Term


  	

   


  	

  Defined in Section


  
	

  “Act”


  	

   


  	

  105


  
	

  “Additional Securities”


  	

   


  	

  301


  
	

  “Agent Members”


  	

   


  	

  305


  
	

  “Change of Control Offer”


  	

   


  	

  1016


  
	

  “Change of Control Purchase Date”


  	

   


  	

  1016


  
	

  “Change of Control Purchase Notice”


  	

   


  	

  1016


  
	

  “Change of Control Purchase Price”


  	

   


  	

  1016


  
	

  “covenant defeasance”


  	

   


  	

  403


  
	

  “Defaulted Interest”


  	

   


  	

  309


  
	

  “defeasance”


  	

   


  	

  402


  
	

  “Defeasance Redemption Date”


  	

   


  	

  404


  
	

  “Defeased Securities”


  	

   


  	

  401


  
	

  “Deficiency”


  	

   


  	

  1013


  
	

  “Excess Proceeds”


  	

   


  	

  1013


  
	

  “Guarantor Senior Representative”


  	

   


  	

  1424


  
	

  “Global Security”


  	

   


  	

  202


  
	

  “HYTOPS”


  	

   


  	

  101


  
	

  “Initial Blockage Period”


  	

   


  	

  1203


  
	

  “Offer”


  	

   


  	

  1013


  
	

  “Offer Date”


  	

   


  	

  1013


  
	

  “Offered Price”


  	

   


  	

  1013


  
	

  “Pari Passu Debt Amount”


  	

   


  	

  1013


  
	

  “Pari Passu Offer”


  	

   


  	

  1013


  
	

  “Payment Blockage Period”


  	

   


  	

  1203


  
	

  “Penalty Interest”


  	

   


  	

  202


  
	

  “Permitted Guarantor Junior Securities”


  	

   


  	

  1417


  
	

  “Permitted Indebtedness”


  	

   


  	

  1008


  
	

  “Permitted Payments”


  	

   


  	

  1009


  
	

  “Physical Securities”


  	

   


  	

  305


  
	

  “Prescribed Time Period”


  	

   


  	

  202


  
	

  “QIB”


  	

   


  	

  203


  
	

  “Required Filing Dates”


  	

   


  	

  1020


  
	

  “Restricted Period”


  	

   


  	

  201


  
	

  “Security Amount”


  	

   


  	

  1013


  
	

  “Senior Representative”


  	

   


  	

  1203


  
	

  “Surviving Entity”


  	

   


  	

  801


  
	

  “U.S. Government Obligations”


  	

   


  	

  404


  










 




25





























 




Section 103.  Compliance Certificates and Opinions.




 




Upon any application or request by the Company to the Trustee to take

any action under any provision of this Indenture, the Company, any Guarantor

and any other obligor on the Securities shall furnish to the Trustee an

Officers’ Certificate stating that all conditions precedent, if any, provided

for in this Indenture (including any covenants compliance with which

constitutes a condition precedent) relating to the proposed action have been

complied with and an Opinion of Counsel stating that in the opinion of such

counsel all such conditions precedent, if any, have been complied with, except

that, in the case of any such application or request as to which the furnishing

of such documents, certificates and/or opinions is specifically required by any

provision of this Indenture relating to such particular application or request,

no additional certificate or opinion need be furnished.




 




Every certificate or Opinion of Counsel with respect to compliance with

a condition or covenant provided for in this Indenture shall include:




 




(a)           a statement that

each individual signing such certificate or opinion has read such covenant or

condition and the definitions herein relating thereto;




 




(b)           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;




 




(c)           a statement that, in

the opinion of each such individual, he has made such examination or

investigation as is necessary to enable him to express an informed opinion as

to whether or not such covenant or condition has been complied with; and




 




(d)           a statement as to whether,

in the opinion of each such individual, such condition or covenant has been

complied with.




 




Section 104.  Form of Documents Delivered to Trustee.




 




In any case where several matters are required to be certified by, or

covered by an opinion of, any specified Person, it is not necessary that all

such matters be certified by, or covered by the opinion of, only one such

Person, or that they be so certified or covered by only one document, but one

such Person may certify or give an opinion with respect to some matters and one

or more other such Persons as to other matters, and any such Person may certify

or give an opinion as to such matters in one or several documents.




 




26





























 




Any certificate or opinion of an officer of the Company, any Guarantor

or other obligor of the Securities may be based, insofar as it relates to legal

matters, upon a certificate or opinion of, or representations by, counsel,

unless such officer knows that the certificate or opinion or representations

with respect to the matters upon which his certificate or opinion is based are

erroneous.  Any such certificate or

opinion may be based, insofar as it relates to factual matters, upon a

certificate or opinion of, or representations by, an officer or officers of the

Company, any Guarantor or other obligor of the Securities stating that the

information with respect to such factual matters is in the possession of the

Company, any Guarantor or other obligor of the Securities, unless such counsel

knows that the certificate or opinion or representations with respect to such

matters are erroneous.  Opinions of

Counsel required to be delivered to the Trustee may have qualifications

customary for opinions of the type required and counsel delivering such

Opinions of Counsel may rely on certificates of the Company or government or

other officials customary for opinions of the type required, including

certificates certifying as to matters of fact, including that various financial

covenants have been complied with.




 




Where any Person is required to make, give or execute two or more

applications, requests, consents, certificates, statements, opinions or other

instruments under this Indenture, they may, but need not, be consolidated and

form one instrument.




 




Section 105.  Acts of Holders.




 




(a)           Any request, demand,

authorization, direction, notice, consent, waiver or other action provided by

this Indenture to be given or taken by Holders may be embodied in and evidenced

by one or more instruments of substantially similar tenor signed by such

Holders in person or by an agent duly appointed in writing; and, except as

herein otherwise expressly provided, such action shall become effective when

such instrument or instruments are delivered to the Trustee and, where it is

hereby expressly required, to the Company. 

Such instrument or instruments (and the action embodied therein and

evidenced thereby) are herein sometimes referred to as the “Act” of the Holders

signing such instrument or instruments. 

Proof of execution of any such instrument or of a writing appointing any

such agent shall be sufficient for any purpose of this Indenture, if made in

the manner provided in this Section. 

The fact and date of the execution by any person of any such instrument

or writing or the authority of the person executing the same, may also be

proved in any other manner which the Trustee deems sufficient in accordance

with such reasonable rules as the Trustee may determine.




 




(b)           The ownership of

Securities shall be proved by the Security Register.




 




(c)           Any request, demand,

authorization, direction, notice, consent, waiver or other action by the Holder

of any Security shall bind every future Holder of the same Security or the

Holder of every Security issued upon the transfer thereof or in 




 




27





























 




exchange therefor or in lieu thereof, in respect of anything done,

suffered or omitted to be done by the Trustee, any Paying Agent or the Company

or any Guarantor in reliance thereon, whether or not notation of such action is

made upon such Security.




 




(d)           If the Company shall

solicit from the Holders any request, demand, authorization, direction, notice,

consent, waiver or other Act, the Company may, at its option, by or pursuant to

a Board Resolution, fix in advance a record date for the determination of such

Holders entitled to give such request, demand, authorization, direction,

notice, consent, waiver or other Act, but the Company shall have no obligation

to do so.  Notwithstanding Trust

Indenture Act Section 316(c), any such record date shall be the record date

specified in or pursuant to such Board Resolution, which shall be a date not

more than 30 days prior to the first solicitation of Holders generally in

connection therewith and no later than the date such solicitation is completed.




 




In the absence of any such record date fixed by the Company, regardless

as to whether a solicitation of the Holders is occurring on behalf of the

Company or any Holder, the Trustee may, at its option, fix in advance a record

date for the determination of such Holders entitled to give such request,

demand, authorization, direction, notice, consent, waiver or other Act, but the

Trustee shall have no obligation to do so. 

Any such record date shall be a date not more than 30 days prior to the

first solicitation of Holders generally in connection therewith and no later

than a date such solicitation is completed.




 




If such a record date is fixed, such request, demand, authorization,

direction, notice, consent, waiver or other Act may be given before or after

such record date, but only the Holders of record at the close of business on

such record date shall be deemed to be Holders for purposes of determining

whether Holders of the requisite proportion of Securities then Outstanding have

authorized or agreed or consented to such request, demand, authorization,

direction, notice, consent, waiver or other Act, and for this purpose the

Securities then Outstanding shall be computed as of such record date; provided

that no such request, demand, authorization, direction, notice, consent, waiver

or other Act by the Holders on such record date shall be deemed effective

unless it shall become effective pursuant to the provisions of this Indenture

not later than six months after the record date.




 




Section 106.  Notices, etc., to Trustee, the Company

and any Guarantor.




 




Any request, demand, authorization, direction, notice, consent, waiver

or Act of Holders or other document provided or permitted by this Indenture to

be made upon, given or furnished to, or filed with:




 




(a)           the Trustee by any

Holder or by the Company or any Guarantor or any other obligor of the

Securities or a Senior Representative or holder of Senior Indebtedness shall be

sufficient for every purpose hereunder if in writing and mailed,




 




28





























 




first-class postage prepaid, or delivered by recognized overnight

courier, to or with the Trustee at the Corporate Trust Office, Attention:  Corporate Trust Division, or at any other

address previously furnished in writing to the Holders, the Company, any

Guarantor, any other obligor of the Securities or a Senior Representative or

holder of Senior Indebtedness by the Trustee; or




 




(b)           the Company or any

Guarantor shall be sufficient for every purpose (except as provided in Section

501(c)) hereunder if in writing and mailed, first-class postage prepaid, or

delivered by recognized overnight courier, to the Company or such Guarantor

addressed to it at Sinclair Broadcast Group, Inc., 10706 Beaver Dam Road, Hunt

Valley, Maryland  21030, Attention:  President, or at any other address

previously furnished in writing to the Trustee by the Company;




 




Section 107.  Notice to Holders; Waiver.




 




Where this Indenture provides for notice to Holders of any event, such

notice shall be sufficiently given (unless otherwise herein expressly provided)

if in writing and mailed, first-class postage prepaid, or delivered by

recognized overnight courier, to each Holder affected by such event, at his

address as it appears in the Security Register, not later than the latest date,

and not earlier than the earliest date, prescribed for the giving of such

notice.  In any case where notice to

Holders is given by mail, neither the failure to mail such notice, nor any

defect in any notice so mailed, to any particular Holder shall affect the

sufficiency of such notice with respect to other Holders.  Any notice when mailed to a Holder in the

aforesaid manner shall be conclusively deemed to have been received by such

Holder whether or not actually received by such Holder.  Where this Indenture provides for notice in

any manner, such notice may be waived in writing by the Person entitled to

receive such notice, either before or after the event, and such waiver shall be

the equivalent of such notice.  Waivers

of notice by Holders shall be filed with the Trustee, but such filing shall not

be a condition precedent to the validity of any action taken in reliance upon

such waiver.




 




In case by reason of the suspension of regular mail service or by

reason of any other cause, it shall be impracticable to mail notice of any

event as required by any provision of this Indenture, then any method of giving

such notice as shall be reasonably satisfactory to the Trustee shall be deemed

to be a sufficient giving of such notice.




 




Section 108.  Conflict with Trust Indenture Act.




 




If any provision hereof limits, qualifies or conflicts with any

provision of the Trust Indenture Act or another provision which is required or

deemed to be included in this Indenture by any of the provisions of the Trust

Indenture Act, the provision or requirement of the Trust Indenture Act shall

control.  If any provision of this

Indenture modifies or excludes any provision of the Trust Indenture Act that

may be so modified or 




 




29





























 




excluded, the latter provision shall be deemed to

apply to this Indenture as so modified or to be excluded, as the case may be.




 




Section 109.  Effect of Headings and Table of Contents.




 




The Article and Section headings herein and the Table of Contents are

for convenience only and shall not affect the construction hereof.




 




Section 110.  Successors and Assigns.




 




All covenants and agreements in this Indenture by the Company and the

Guarantors shall bind their successors and assigns, whether so expressed or

not.




 




Section 111.  Separability Clause.




 




In case any provision in this Indenture or in the Securities 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 112.  Benefits of Indenture.




 




Nothing in this Indenture or in the Securities or the Guarantees,

express or implied, shall give to any Person (other than the parties hereto and

their successors hereunder, any Paying Agent, the Holders and the holders of

Senior Indebtedness or Guarantor Senior Indebtedness) any benefit or any legal

or equitable right, remedy or claim under this Indenture.




 




Section 113.  Governing Law.




 




THIS

INDENTURE AND THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING

EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).




 




Section 114.  Legal Holidays.




 




In any case where any Interest Payment Date, Redemption Date or Stated

Maturity of any Security shall not be a Business Day, then (notwithstanding any

other provision of this Indenture or of the Securities) payment of interest or

principal or premium, if any, need not be made on such date, but may be made on

the next succeeding Business Day with the same force and effect as if made on

the Interest Payment Date or Redemption Date, or at the Stated Maturity and no

interest shall accrue with respect to




 




 




30





























 




such payment for the period from and after such

Interest Payment Date, Redemption Date or Stated Maturity, as the case may be,

to the next succeeding Business Day.




 




Section 115.  Schedules and Exhibits.




 




All schedules and exhibits attached hereto are by this reference made a

part hereof with the same effect as if herein set forth in full.




 




Section 116.  Counterparts.




 




This Indenture may be executed in any number of counterparts, each of

which shall be an original; but such counterparts shall together constitute but

one and the same instrument.




 




ARTICLE TWO




 




SECURITY FORMS




Section 201.  Forms Generally.




 




The Securities and the Trustee’s certificate of authentication shall be

in substantially the forms set forth in this Article, with such appropriate

insertions, omissions, substitutions and other variations as are required or

permitted by this Indenture and may have such letters, numbers or other marks

of identification and such legends or endorsements placed thereon as may be

required to comply with the rules of any securities exchange, any

organizational document or governing instrument or applicable law or as may,

consistently herewith, be determined by the officers executing such Securities,

as evidenced by their execution of the Securities.  Any portion of the text of any Security may be set forth on the

reverse thereof, with an appropriate reference thereto on the face of the

Security.




 




The definitive Securities shall be printed, lithographed or engraved or

produced by any combination of these methods or may be produced in any other

manner permitted by the rules of any securities exchange on which the

Securities may be listed, all as determined by the officers executing such

Securities, as evidenced by their execution of such Securities.




 




Series A Securities offered and sold in reliance on Rule 144A

shall be issued initially in the form of one or more Rule 144A Global

Securities, substantially in the form set forth in Section 202, deposited

upon issuance with the Trustee, as custodian for the Depositary, registered in

the name of the Depositary or its nominee, in each case for credit to an

account of a direct or indirect participant of the Depositary, duly executed by




 




31





























 




the Company and authenticated by the Trustee as hereinafter

provided.  The aggregate principal

amount of the Rule 144A Global Securities may from time to time be increased or

decreased by adjustments made on the records of the Trustee, as custodian for

the Depositary or its nominee, as hereinafter provided.




 




Series A Securities offered and sold in reliance on Regulation S

shall be issued in the form of one or more Regulation S Global Securities,

substantially in the form set forth in Section 202, deposited upon

issuance with the Trustee, as custodian for the Depositary, registered in the

name of the Depositary or its nominee, in each case for credit by the

Depositary to an account of a direct or indirect participant of the Depositary,

duly executed by the Company and authenticated by the Trustee as hereinafter

provided; provided,

however, that upon such deposit through and including the 40th day

after the later of the commencement of the offering of Securities and the

original issue date of the Securities (such period through and including such

40th day, the “Restricted Period”), all such Securities shall be credited to or

through accounts maintained at the Depositary by or on behalf of Euroclear or

Clearstream unless exchanged for interests in the Rule 144A Global

Securities in accordance with the transfer and certification requirements

described below.  The aggregate

principal amount of the Regulation S Global Securities may from time to time be

increased or decreased by adjustments made on the records of the Trustee, as

custodian for the Depositary or its nominee, as hereinafter provided.




 




Series B Securities exchanged for Series A Securities shall be issued

initially in the form of one or more Series B Global Securities, substantially

in the form set forth in Section 202, deposited upon issuance with the Trustee,

as custodian for the Depositary, registered in the name of the Depositary or

its nominee, in each case for credit to an account of a direct or indirect

participant of the Depositary, duly executed by the Company and authenticated

by the Trustee as hereinafter provided. 

The aggregate principal amount of the Series B Global Securities may

from time to time be increased or decreased by adjustments made on the records

of the Trustee, as custodian for the Depositary or its nominee, as hereinafter

provided.




 




The terms and provisions contained in the form of Securities set forth

in Sections 202 through 205 shall constitute, and are expressly made, a part of

this Indenture and, to the extent applicable, the Company, the Guarantors and

the Trustee, by their execution and delivery of this Indenture, expressly agree

to such terms and provisions and to be bound thereby.




 




32





























 




Section 202.  Form of Face of Security.




 




(a)           The form of the face

of any Series A Security authenticated and delivered hereunder shall be

substantially as follows:




 




Unless and until (i) a Series A Security is sold under an effective

Registration Statement or (ii) a Series A Security is exchanged for a Series B

Security in connection with an effective Registration Statement, in each case

pursuant to the Registration Rights Agreement, then each Series A Security

shall bear the legend set forth below (the “Restricted Securities Legend”) on

the face thereof:




 




SINCLAIR BROADCAST GROUP,

INC.




 






















 




8 3/4% SENIOR

SUBORDINATED NOTE DUE 2011, SERIES A




 




[If the

Security is a Restricted Security, insert — THIS SECURITY HAS NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), OR ANY STATE SECURITIES LAWS. 

NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE

REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE

DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS

EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. 

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO

OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE

RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE

ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY

AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY

PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A)

TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN

DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES

ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER

REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE

144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN  ACCOUNT OR FOR THE ACCOUNT

OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS

BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT

OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE

SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE

MEANING OF SUBPARAGRAPH (A)(1), (A)(2), (A)(3) OR (A)(7) OF RULE 501 UNDER THE

SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE

ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES

AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY

DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER

AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,

SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE

OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN

OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH

OF THEM, AND IN EACH OF THE FOREGOING CASES, A




 




33





























 




CERTIFICATE OF

TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY

THE TRANSFEROR TO THE TRUSTEE.  THIS

LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY

AFTER THE RESALE RESTRICTION TERMINATION DATE.




 




No.      _____________________________                    $




 




SINCLAIR BROADCAST GROUP, INC., a Maryland corporation (herein called

the “Company,” which term includes any successor Person under the Indenture

hereinafter referred to), for value received, hereby promises to pay to

 ______  or registered assigns, the principal sum of ______ United

States dollars ($ ______ ) on December 15, 2011, at the office or agency of the

Company referred to below, and to pay interest thereon from December 10, 2001,

or from the most recent Interest Payment Date to which interest has been paid

or duly provided for, semiannually on June 15 and December 15 in each year,

commencing June 15, 2002 at the rate of 8 3/4% per annum, plus Penalty

Interest, if any, in United States dollars, until the principal hereof is paid

or duly provided for.




 




The interest so payable, and punctually paid or duly provided for, on

any Interest Payment Date will, as provided in such Indenture, be paid to the

Person in whose name this Series A Security (or one or more Predecessor

Securities) is registered at the close of business on the Regular Record Date

for such interest, which shall be the June 1 or December 1 (whether or not a

Business Day), as the case may be, next preceding such Interest Payment

Date.  Any such interest not so

punctually paid, or duly provided for, and interest on such defaulted interest

at the interest rate borne by the Series A Securities, to the extent lawful,

shall forthwith cease to be payable to the Holder on such Regular Record Date,

and may be paid to the Person in whose name this Series A Security (or one or

more Predecessor Securities) is registered at the close of business on a

Special Record Date for the payment of such defaulted interest to be fixed by

the Trustee, notice whereof shall be given to Holders of Series A Securities

not less than 10 days prior to such Special Record Date, or may be paid at

any time in any other lawful manner not inconsistent with the requirements of

any securities exchange on which the Series A Securities may be listed, and

upon such notice as may be required by such exchange, all as more fully provided

in said Indenture.




 




The Holder of this Series A Security is entitled to the benefits of the

Registration Rights Agreement, dated as of December 10, 2001, among the

Company, the Guarantors and the Initial Purchasers, pursuant to which, subject

to the terms and conditions thereof, the Company is obligated, among other

things, to consummate the Exchange Offer pursuant to which the Holder of this

Series A Security shall have the right to exchange this Series A Security for 8

3/4% Senior Subordinated Notes due 2011, Series B (herein called the “Series B

Securities”) in like principal amount as provided therein.  The Series A Securities and the Series B

Securities are together referred to as the 




 




34





























 




“Securities.”  The Series A

Securities rank pari  passu in right of payment with the Series B

Securities.




 




Additional interest (“Penalty Interest”) will be assessed on the Series

A Securities as follows:




 




(i) (A) if an Exchange Offer Registration Statement (or, in the event

of a change in applicable law or due to current interpretations by the

Commission, the Company is not permitted to effect the Exchange Offer, a Shelf

Registration Statement) is not filed within 120 days following the Closing

Date, (B) in the event that within 30 days after consummation of the

Exchange Offer, any Holder shall notify the Company that such Holder (x) is

prohibited by applicable law or Commission policy from participating in the

Exchange Offer, (y) may not resell Exchange Securities acquired by it in

the Exchange Offer to the public without delivering a prospectus and that the

prospectus contained in the Exchange Offer Registration Statement is not

appropriate or available for such resales by such Holder or (z) is a

broker-dealer and holds Series A Securities acquired directly from the Company

or an “affiliate” of the Company and a Shelf Registration Statement is not

filed within 120 days after such notice or (C) upon the request of an Initial

Purchaser, a Shelf Registration Statement is not filed within 120 days after

such request, then commencing on either the 121st day after the Closing Date or

the expiration of either of the 120-day time periods set forth in clauses (B)

or (C) above (either, a “Prescribed Time Period”), as the case may be, Penalty

Interest shall be accrued on the Series A Securities over and above the stated

payment rates thereon at a rate of .50% per annum for the first 90 days

immediately following either the 120th day after the Closing Date or the

expiration of the applicable Prescribed Time Period, as the case may be, such

Penalty Interest rate increasing by an additional .25% per annum at the

beginning of each subsequent 90-day period;




 




(ii) if an Exchange Offer Registration Statement or a Shelf

Registration Statement is filed pursuant to clause (i) of the preceding full

paragraph and is not declared effective within either 180 days following the

Closing Date or 60 days following the expiration of the applicable Prescribed

Time Period, as the case may be, then commencing on the 181st day after either

the Closing Date or the 61st day following the expiration of the

applicable Prescribed Time Period, as the case may be, Penalty Interest shall

be accrued on the Series A Securities over and above the accrued stated payment

rates thereon at a rate of .50% per annum for the first 90 days immediately

following the 181st day after either the Closing Date or the 61st

day after the expiration of the applicable Prescribed Time Period, as the case

may be, such Penalty Interest rate increasing by an additional .25% per annum

at the beginning of each subsequent 90-day period; and




 




(iii) if either (A) the Company has not exchanged the

Exchange Securities (as defined in the Registration Rights Agreement) for all

of the Series A Securities validly




 




35





























 




tendered in accordance with the terms of the Exchange Offer on or prior

to 210 days after the Closing Date, or (B) if applicable, a Shelf Registration

Statement has been declared effective and such Shelf Registration Statement

ceases to be effective prior to two years from its original effective date or

such shorter period that will terminate when all of the Series A Securities

covered by the Shelf Registration Statement have been sold pursuant to the

Shelf Registration Statement, then, subject to certain exceptions, Penalty

Interest shall be accrued on the Series A Securities over and above the stated

payment rates at a rate of .50% per annum for the first 90 days immediately

following the (x) 211th day after the Closing Date in the case of (A) above or

(y) the day such Shelf Registration Statement ceases to be effective in the

case of (B) above, such Penalty Interest rate increasing by an additional .25%

per annum at the beginning of each subsequent 90-day period;




 




provided, however, that the Penalty Interest rate on

the Series A Securities may not exceed 1.5% per annum; and provided, further,

that (1) upon the filing of the Exchange Offer Registration Statement or a

Shelf Registration Statement (in the case of (i) above), (2) upon the

effectiveness of the Exchange Offer Registration Statement or a Shelf

Registration Statement (in the case of (ii) above), or (3) upon the exchange of

Exchange Securities for all Series A Securities tendered in the Exchange Offer

or upon the effectiveness of the Shelf Registration Statement which had ceased

to remain effective prior to two years from its original effective date (in the

case of (iii) above), Penalty Interest as a result of such clause (i), (ii) or (iii)

shall cease to accrue.




 




Any Penalty Interest due pursuant to clause (i), (ii) or (iii) above

will be payable in cash on the Interest Payment Date related to the Series A

Securities.  The Penalty Interest will

be determined by multiplying the applicable Penalty Interest rate by the

principal amount of the Series A Securities, multiplied by a fraction the

numerator of which is the number of days such Penalty Interest rate was

applicable during such period, and the denominator of which is 360.




 




Payment of the principal of, premium, if any, and interest on this

Series A Security will be made at the office or agency of the Company

maintained for that purpose, 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; provided, however, that payment of interest may be

made at the option of the Company by check mailed to the address of the Person

entitled thereto as such address shall appear on the Security Register.  If any of the Series A Securities are held

by the Depositary, payments of interest to the Depositary may be made by wire

transfer to the Depositary.  Interest

shall be computed on the basis of a 360-day year of twelve 30-day months.




 




Reference is hereby made to the further provisions of this Series A

Security set forth on the reverse hereof, which further provisions shall for

all purposes have the same effect as if set forth at this place.




 




36





























 




This Series A Security is entitled to the benefits of Guarantees by

each of the Guarantors of the punctual payment when due of the Indenture

Obligations made in favor of the Trustee for the benefit of the Holders.  Reference is hereby made to Article Fourteen

of the Indenture for a statement of the respective rights, limitations of

rights, duties and obligations under the Guarantees of each of the Guarantors.




 




All references in this Series A Security or in the Indenture to accrued

and unpaid interest shall be deemed to include, to the extent applicable, a

reference to Penalty Interest.




 




Unless the certificate of authentication hereon has been duly executed

by the Trustee referred to on the reverse hereof or by the authenticating agent

appointed as provided in the Indenture by manual signature, this Series A

Security shall not be entitled to any benefit under the Indenture, or be valid

or obligatory for any purpose.




 




IN WITNESS WHEREOF, the Company has caused this instrument to be duly

executed by the manual or facsimile signature of its authorized officers.




 




	

  Dated:


  	

  SINCLAIR BROADCAST

  GROUP, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  
	

  Attest:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Secretary


  	

   


  	

   


  





 




(b)           The form of the face

of any Series B Security authenticated and delivered hereunder shall be

substantially as follows:




 




SINCLAIR BROADCAST GROUP,

INC.




 






















8 3/4% SENIOR

SUBORDINATED NOTE DUE 2011, SERIES B








	

  No.


  	

   


  	

   


  	

   


  	

  $


  	

   


  










 




SINCLAIR BROADCAST GROUP, INC., a Maryland corporation (herein called

the “Company,” which term includes any successor Person under the Indenture




 




37





























 




hereinafter referred to), for value received, hereby promises to pay to

________ or registered assigns, the principal sum of _______ United States

dollars ($ _______ ) on December 15, 2011, at the office or agency of the

Company referred to below, and to pay interest thereon from December 10, 2001,

or from the most recent Interest Payment Date to which interest has been paid

or duly provided for, semiannually on June 15 and December 15 in each year,

commencing June 15, 2002, at the rate of 8 3/4% per annum, plus Penalty

Interest, if any, in United States dollars, until the principal hereof is paid

or duly provided for; provided that to the extent interest has not been paid or

duly provided for with respect to the Series A Security exchanged for this

Series B Security, interest on this Series B Security shall accrue from the

most recent Interest Payment Date to which interest on the Series A Security

which was exchanged for this Series B Security has been paid or duly provided

for.




 




The interest so payable, and punctually paid or duly provided for, on

any Interest Payment Date will, as provided in such Indenture, be paid to the

Person in whose name this Series B Security (or one or more Predecessor

Securities) is registered at the close of business on the Regular Record Date

for such interest, which shall be the June 1 or December 1 (whether or not a

Business Day), as the case may be, next preceding such Interest Payment

Date.  Any such interest not so punctually

paid, or duly provided for, and interest on such defaulted interest at the

interest rate borne by the Series B Securities, to the extent lawful, shall

forthwith cease to be payable to the Holder on such Regular Record Date, and

may be paid to the Person in whose name this Series B Security (or one or more

Predecessor Securities) is registered at the close of business on a Special

Record Date for the payment of such defaulted interest to be fixed by the

Trustee, notice whereof shall be given to Holders of Series B Securities not

less than 10 days prior to such Special Record Date, or may be paid at any

time in any other lawful manner not inconsistent with the requirements of any

securities exchange on which the Series B Securities may be listed, and upon

such notice as may be required by such exchange, all as more fully provided in

said Indenture.




 




This Series B Security was issued pursuant to the Exchange Offer

pursuant to which the 8 3/4% Senior Subordinated Notes due 2011, Series A

(herein called the “Series A Securities”) in like principal amount were

exchanged for the Series B Securities. 

The Series B Securities rank pari  passu in right of

payment with the Series A Securities.




 




In addition, pursuant to the Registration Rights Agreement, dated as of

December 10, 2001, among the Company, the Guarantors and the Initial Purchasers

for any period in which the Series A Security exchanged for this Series B

Security was outstanding:




 




(i) (A) if an Exchange Offer Registration Statement (or, in the event

of a change in applicable law or due to current interpretations by the

Commission, the




 




38





























 




Company is not permitted to effect the Exchange Offer, a Shelf

Registration Statement) is not filed within 120 days following the Closing

Date, (B) in the event that within 30 days after consummation of the

Exchange Offer, any Holder shall notify the Company that such Holder (x) is

prohibited by applicable law or Commission policy from participating in the

Exchange Offer, (y) may not resell Exchange Securities acquired by it in the

Exchange Offer to the public without delivering a prospectus and that the

prospectus contained in the Exchange Offer Registration Statement is not

appropriate or available for such resales by such Holder or (z) is a

broker-dealer and holds Securities acquired directly from the Company or an

“affiliate” of the Company and a Shelf Registration Statement is not filed

within 120 days after such notice or (C) upon the request of an Initial

Purchaser, a Shelf Registration Statement is not filed within 120 days after

such request, then commencing on either the 121st day after the Closing Date or

the expiration of either of the 120-day time periods set forth in clauses (B)

or (C) above (either, a “Prescribed Time Period”), as the case may be, Penalty

Interest shall be accrued on the Series A Securities over and above the stated

payment rates thereon at a rate of .50% per annum for the first 90 days

immediately following either the 120th day after the Closing Date or the

expiration of the applicable Prescribed Time Period, as the case may be, such

Penalty Interest rate increasing by an additional .25% per annum at the

beginning of each subsequent 90-day period;




 




(ii) if an Exchange Offer Registration Statement or a Shelf

Registration Statement is filed pursuant to clause (i) of the preceding full

paragraph and is not declared effective within either 180 days following the

Closing Date or 60 days following the expiration of the applicable Prescribed

Time Period, as the case may be, then commencing on the 181st day after either

the Closing Date or the 61st day following the expiration of the

applicable Prescribed Time Period, as the case may be, Penalty Interest shall

be accrued on the Series A Securities over and above the accrued stated payment

rates thereon at a rate of .50% per annum for the first 90 days immediately

following the 181st day after either the Closing Date or the 61st

day after the expiration of the applicable Prescribed Time Period, as the case

may be, such Penalty Interest rate increasing by an additional .25% per annum

at the beginning of each subsequent 90-day period; and




 




(iii) if either (A) the Company has not exchanged the Exchange

Securities (as defined in the Registration Rights Agreement) for all of the

Securities validly tendered in accordance with the terms of the Exchange Offer

on or prior to 210 days after the Closing Date or (B) if applicable, a Shelf

Registration Statement has been declared effective and such Shelf Registration

Statement ceases to be effective prior to two years from its original effective

date or such shorter period that will terminate when all of the Series A

Securities covered by the Shelf Registration Statement have been sold pursuant

to the Shelf Registration Statement, then, subject to certain exceptions,

Penalty Interest shall be accrued on the Series A Securities over and above the

stated payment rates at a rate of




 




39





























 




.50% per annum for the first 90 days immediately following the (x)

211th day after the Closing Date in the case of (A) above or (y) the day such

Shelf Registration Statement ceases to be effective in the case of (B) above,

such Penalty Interest rate increasing by an additional .25% per annum at the

beginning of each subsequent 90-day period;




 




provided, however, that the Penalty Interest rate on

the Series A Securities may not exceed 1.5% per annum; and provided, further,

that (1) upon the filing of the Exchange Offer Registration Statement or a

Shelf Registration Statement (in the case of (i) above), (2) upon the

effectiveness of the Exchange Offer Registration Statement or a Shelf

Registration Statement (in the case of (ii) above) or (3) upon the exchange of

Exchange Securities for all Series A Securities tendered in the Exchange Offer

or upon the effectiveness of the Shelf Registration Statement which had ceased

to remain effective prior to two years from its original effective date (in the

case of (iii) above), Penalty Interest as a result of such clause (i), (ii) or

(iii) shall cease to accrue.




 




Any Penalty Interest due pursuant to clause (i), (ii) or (iii) above

will be payable in cash on the Interest Payment Date related to the Series A

Securities.  The Penalty Interest will

be determined by multiplying the applicable Penalty Interest rate by the

principal amount of the Series A Securities, multiplied by a fraction the

numerator of which is the number of days such Penalty Interest rate was

applicable during such period, and the denominator of which is 360.




 




Payment of the principal of, premium, if any, and interest on this

Series B Security will be made at the office or agency of the Company

maintained for that purpose, 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; provided, however, that payment of interest may be

made at the option of the Company by check mailed to the address of the Person

entitled thereto as such address shall appear on the Security Register.  If any of the Series B Securities are held

by the Depositary, payments of interest to the Depositary may be made by wire

transfer to the Depositary.  Interest

shall be computed on the basis of a 360-day year of twelve 30-day months.




 




Reference is hereby made to the further provisions of this Series B

Security set forth on the reverse hereof, which further provisions shall for

all purposes have the same effect as if set forth at this place.




 




This Series B Security is entitled to the benefits of Guarantees by

each of the Guarantors of the punctual payment when due of the Indenture

Obligations made in favor of the Trustee for the benefit of the Holders.  Reference is hereby made to Article Fourteen

of the Indenture for a statement of the respective rights, limitations of

rights, duties and obligations under the Guarantees of each of the Guarantors.




 




40





























 




All references in this Series B Security or in the Indenture to accrued

and unpaid interest shall be deemed to include, to the extent applicable, a

reference to Penalty Interest.




 




Unless the certificate of authentication hereon has been duly executed

by the Trustee referred to on the reverse hereof or by the authenticating agent

appointed as provided in the Indenture by manual signature, this Series B

Security shall not be entitled to any benefit under the Indenture, or be valid

or obligatory for any purpose.




 




IN WITNESS WHEREOF, the Company has caused this instrument to be duly

executed by the manual or facsimile signature of its authorized officers.




 




	

  Dated:


  	

  SINCLAIR BROADCAST

  GROUP, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  
	

  Attest:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Secretary


  	

   


  	

   


  





 




Section 203.  Form of Reverse of Securities.




 




(a)           The form of the

reverse of the Series A Securities shall be substantially as follows:




 




SINCLAIR BROADCAST GROUP,

INC.




 






















8 3/4% SENIOR

SUBORDINATED NOTE DUE 2011, SERIES A




 




This Security is one of a duly authorized issue of Securities of the

Company designated as its 8 3/4% Senior Subordinated Notes due 2011, Series A

(herein called the “Securities”), initially limited (except as otherwise

provided in the Indenture referred to below) in aggregate principal amount to

$310,000,000, which may be issued under an indenture (herein called the

“Indenture”), dated as of December 10, 2001, among the Company, the Guarantors

and First Union National Bank, as trustee (herein called the “Trustee,” which

term includes any successor trustee under the Indenture), to which Indenture

and all indentures supplemental thereto reference is hereby made for a

statement of the respective rights, limitations of rights, duties, obligations

and immunities thereunder of the Company, the Guarantors, the Trustee and the

Holders of the Securities, 




 




41





























 




and of the terms upon which the Securities and the Guarantees are, and

are to be, authenticated and delivered.




 




The Company may, from time to time, without notice to or the consent of

the Holders of the Securities, create and issue further Securities (“Additional

Securities”) under the Indenture ranking equally with the Securities in all

respects, subject to the limitations described in Section 1008 of the

Indenture.  Such Additional Securities

will be consolidated and form a single series with the Securities, vote together

with the Securities and have the same terms as to status, redemption or

otherwise as the Securities.




 




The Indenture contains provisions for defeasance at any time of

(a) the entire Indebtedness on the Securities and (b) certain

restrictive covenants and related Defaults and Events of Default, in each case

upon compliance or noncompliance with certain conditions set forth therein.




 




The Indebtedness evidenced by the Securities is, to the extent and in

the manner provided in the Indenture, subordinate and subject in right of

payment to the prior payment in full of all Senior Indebtedness, whether

Outstanding on the date of the Indenture or thereafter, and this Security is

issued subject to such provisions.  Each

Holder of this Security, by accepting the same, (a) agrees to and shall be

bound by such provisions, (b) authorizes and directs the Trustee on his

behalf to take such action as may be necessary or appropriate to effectuate the

subordination as provided in the Indenture and (c) appoints the Trustee

his attorney-in-fact for such purpose; provided, however, that,

subject to Section 406 of the Indenture, the Indebtedness evidenced by this

Security shall cease to be so subordinate and subject in right of payment upon

any defeasance of this Security referred to in clause (a) or (b) of the preceding

paragraph.




 




The Securities are subject to redemption at any time on or after

December 15, 2006, at the option of the Company, in whole or in part, on not

less than 30 nor more than 60 days’ prior notice by first-class mail in amounts

of $1,000 or an integral multiple of $1,000 at the following redemption prices

(expressed as a percentage of the principal amount), if redeemed during the

12-month period beginning December 15 of the years indicated below:




 








	

  Year


  	

   


  	

  Redemption Price


  	

   


  
	

  2006


  	

   


  	

  104.375


  	

  %


  
	

  2007


  	

   


  	

  102.917


  	

   


  
	

  2008


  	

   


  	

  101.458


  	

   


  










 




and thereafter at

100% of the principal amount, in each case together with accrued and unpaid

interest, if any, to the Redemption Date (subject to the right of Holders of

record




 




42





























 




on relevant record

dates to receive interest due on an interest payment date).  If less than all of the Securities are to be

redeemed, the Trustee shall select the Securities or portions thereof to be

redeemed pro rata, by lot or by any other method the Trustee shall deem fair

and reasonable.




 




In addition, at any time on or prior to December 15, 2004, the Company

may redeem up to 25% of the principal amount of Securities issued under the

Indenture with the net proceeds of a Public Equity Offering of the Company at

108.75% of the aggregate principal amount, together with accrued and unpaid

interest, if any, to the Redemption Date (subject to the right of Holders of

record on relevant record dates to receive interest due on an interest payment

date).  The Trustee shall select the

Securities or portions thereof to be redeemed pro rata, by lot or by any other

method the Trustee shall deem fair and reasonable.




 




Upon the occurrence of a Change of Control, each Holder may require the

Company to repurchase all or a portion of such Holder’s Securities in an amount

of $1,000 or integral multiples of $1,000, at a purchase price in cash equal to

101% of the principal amount thereof, together with accrued and unpaid

interest, if any, to the date of repurchase.




 




Under certain circumstances, in the event the Net Cash Proceeds

received by the Company or a Restricted Subsidiary from any Asset Sale, which

proceeds are not used to prepay Senior Indebtedness or invested in properties

or assets used in the businesses of the Company, exceed $5,000,000 the Company

will be required to apply such proceeds to the repayment of the Securities and

certain Indebtedness ranking pari  passu to the Securities.




 




In the case of any redemption of Securities, interest installments

whose Stated Maturity is on or prior to the Redemption Date will be payable to

the Holders of such Securities of record as of the close of business on the

relevant record date referred to on the face hereof.  Securities (or portions thereof) for whose redemption and payment

provision is made in accordance with the Indenture shall cease to bear interest

from and after the date of redemption.




 




In the event of redemption of this Security in part only, a new

Security or Securities for the unredeemed portion hereof shall be issued in the

name of the Holder hereof upon the cancellation hereof.




 




If an Event of Default shall occur and be continuing, the principal

amount of all the Securities may be declared due and payable in the manner and

with the effect provided in the Indenture.




 




43





























 




If this Security is in certificated form, then as provided in the

Indenture and subject to certain limitations therein set forth, the transfer of

this Security is registrable on the Security Register of the Company, upon

surrender of this Security for registration of transfer at the office or agency

of the Company maintained for such purpose, duly endorsed by, or accompanied by

a written instrument of transfer in form satisfactory to the Company and the

Security Registrar duly executed by, the Holder hereof or its attorney duly

authorized in writing, and thereupon one or more new Securities, of authorized

denominations and for the same aggregate principal amount, will be issued to

the designated transferee or transferees.




 




If this Security is a Global Security, except as described below, it is

not exchangeable for a Security or Securities in certificated form.  The Securities will be delivered in

certificated form if (i) the Depositary ceases to be registered as a

clearing agency under the Exchange Act or is no longer willing or able to

provide securities depository services with respect to the Securities,

(ii) the Company so determines or (iii) there shall have occurred an

Event of Default or an event which, with the giving of notice or lapse of time

or both, would constitute an Event of Default with respect to the Securities

represented by such Global Security and such Event of Default or event

continues for a period of 90 days.  Upon

any such issuance, the Trustee is required to register such certificated

Security in the name of, and cause the same to be delivered to, such Person or

Persons (or the nominee of any thereof). 

All such certificated Securities would be required to include the

Restricted Securities Legend.




 




At any time when the Company is not subject to Sections 13 or 15(d) of

the Exchange Act, upon the written request of a Holder of a Security, the

Company will promptly furnish or cause to be furnished Rule 144A Information to

such Holder or to a prospective purchaser of such Security who such Holder

informs the Company is reasonably believed to be a QIB, as the case may be, in

order to permit compliance by such Holder with Rule 144A under the Securities

Act.




 




The Indenture permits, with certain exceptions (including certain

amendments permitted without the consent of any Holders) as therein provided,

the amendment thereof and the modification of the rights and obligations of the

Company and the Guarantors and the rights of the Holders under the Indenture

and the Guarantees at any time by the Company, the Guarantors and the Trustee

with the consent of the Holders of a specified percentage in aggregate

principal amount of the Securities at the time Outstanding.  The Indenture also contains provisions

permitting the Holders of specified percentages in aggregate principal amount

of the Securities at the time Outstanding, on behalf of the Holders of all the

Securities, to waive compliance by the Company and the Guarantors with certain

provisions of the Indenture and the Guarantees and certain past Defaults under

the Indenture and the Guarantees and their consequences.  Any such consent or waiver by or on behalf

of the Holder of this Security shall be conclusive and binding upon 




 




44





























 




such Holder and upon all future Holders of this Security and of any

Security issued upon the registration of transfer hereof or in exchange herefor

or in lieu hereof whether or not notation of such consent or waiver is made

upon this Security.




 




No reference herein to the Indenture and no provision of this Security

or of the Indenture shall alter or impair the obligation of the Company, any

Guarantor or any other obligor upon the Securities (in the event such other

obligor is obligated to make payments in respect of the Securities), which is

absolute and unconditional, to pay the principal of, premium, if any, and

interest on this Security at the times, place, and rate, and in the coin or

currency, herein prescribed, subject to the subordination provisions of the

Indenture.




 




The Securities are issuable only in registered form without coupons in

denominations of $1,000 and any integral multiple thereof.  As provided in the Indenture and subject to

certain limitations therein set forth, the Securities are exchangeable for a

like aggregate principal amount of Securities of a different authorized

denomination, as requested by the Holder surrendering the same.




 




No service charge shall be made for any registration of transfer or

exchange or redemption of Securities, but the Company may require payment of a

sum sufficient to cover any tax or other governmental charge payable in

connection therewith.




 




Prior to and at the time of due presentment of this Security for

registration of transfer, the Company, the Trustee and any agent of the Company

or the Trustee may treat the Person in whose name this Security is registered

as the owner hereof for all purposes (subject to provisions with respect to

record dates for the payment of interest), whether or not this Security is

overdue, and neither the Company, the Trustee nor any agent shall be affected

by notice to the contrary.




 




THIS

SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF

THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS

PRINCIPLES THEREOF).




 




All terms used in this Security which are defined in the Indenture and

not otherwise defined herein shall have the meanings assigned to them in the

Indenture.




 




OPTION OF HOLDER

TO ELECT PURCHASE




 




If you wish to have this Security purchased by the Company pursuant to

Section 1013 or Section 1016, as applicable, of the Indenture, check the

Box: 

[      ].




 




45





























 




If you wish to have a portion of this Security purchased by the Company

pursuant to Section 1013 or Section 1016 as applicable, of the Indenture, state

the amount (in original principal amount):




 




	

  $


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  	

  Your Signature:


  	

   


  
	

   


  
	

  (Sign exactly as your name appears on the other side

  of this Security)


  
	

   


  	

   


  
	

  Signature Guarantee:


  	

   


  	

   


  
											





 




[Signature must be guaranteed by an eligible Guarantor

Institution (banks, stock brokers, savings and loan associations and credit

unions) with membership in an approved guarantee medallion program pursuant to

Securities and Exchange Commission Rule 17Ad-15]




 




(b)           The form of the

reverse of the Series B Securities shall be substantially as follows:




 




SINCLAIR BROADCAST GROUP,

INC.




 






















8 3/4% SENIOR

SUBORDINATED NOTE DUE 2011, SERIES B




 




This Security is one of a duly authorized issue of Securities of the

Company designated as its 8 3/4% Senior Subordinated Notes due 2011, Series B

(herein called the “Securities”), initially limited (except as otherwise

provided in the Indenture referred to below) in aggregate principal amount to $310,000,000,

which may be issued under an indenture (herein called the “Indenture”), dated

as of December 10, 2001, among the Company, the Guarantors and First Union

National Bank, as trustee (herein called the “Trustee,” which term includes any

successor trustee under the Indenture), to which Indenture and all indentures

supplemental thereto reference is hereby made for a statement of the respective

rights, limitations of rights, duties, obligations and immunities thereunder of

the Company, the Guarantors, the Trustee and the Holders of the Securities, and

of the terms upon which the Securities and the Guarantees are, and are to be,

authenticated and delivered.




 




The Company may, from time to time, without notice to or the consent of

the Holders of the Securities, create and issue further Securities (“Additional

Securities”) under the Indenture ranking equally with the Securities in all

respects, subject to the




 




46





























 




limitations described in Section 1008 of the Indenture.  Such Additional Securities will be

consolidated and form a single series with the Securities, vote together with

the Securities and have the same terms as to status, redemption or otherwise as

the Securities.




 




The Indenture contains provisions for defeasance at any time of

(a) the entire Indebtedness on the Securities and (b) certain

restrictive covenants and related Defaults and Events of Default, in each case

upon compliance or noncompliance with certain conditions set forth therein.




 




The Indebtedness evidenced by the Securities is, to the extent and in

the manner provided in the Indenture, subordinate and subject in right of

payment to the prior payment in full of all Senior Indebtedness, whether

Outstanding on the date of the Indenture or thereafter, and this Security is

issued subject to such provisions.  Each

Holder of this Security, by accepting the same, (a) agrees to and shall be

bound by such provisions, (b) authorizes and directs the Trustee on his

behalf to take such action as may be necessary or appropriate to effectuate the

subordination as provided in the Indenture and (c) appoints the Trustee

his attorney-in-fact for such purpose; provided, however, that,

subject to Section 406 of the Indenture, the Indebtedness evidenced by this Security

shall cease to be so subordinate and subject in right of payment upon any

defeasance of this Security referred to in clause (a) or (b) of the preceding

paragraph.




 




The Securities are subject to redemption at any time on or after

December 15, 2006, at the option of the Company, in whole or in part, on not

less than 30 nor more than 60 days’ prior notice by first-class mail in amounts

of $1,000 or an integral multiple of $1,000 at the following redemption prices

(expressed as a percentage of the principal amount), if redeemed during the

12-month period beginning July 15 of the years indicated below:




 








	

  Year


  	

   


  	

  Redemption Price


  	

   


  
	

  2006


  	

   


  	

  104.375


  	

  %


  
	

  2007


  	

   


  	

  102.917


  	

   


  
	

  2008


  	

   


  	

  101.458


  	

   


  










 




and thereafter at

100% of the principal amount, in each case together with accrued and unpaid

interest, if any, to the Redemption Date (subject to the right of Holders of

record on relevant record dates to receive interest due on an interest payment

date).  If less than all of the

Securities are to be redeemed, the Trustee shall select the Securities or

portions thereof to be redeemed pro rata, by lot or by any other method the

Trustee shall deem fair and reasonable.




 




47





























 




In addition, at any time on or prior to December 15, 2004, the Company

may redeem up to 25% of the principal amount of Securities issued under the

Indenture with the net proceeds of a Public Equity Offering of the Company at

108.75% of the aggregate principal amount, together with accrued and unpaid

interest, if any, to the Redemption Date (subject to the right of Holders of

record on relevant record dates to receive interest due on an interest payment

date).  The Trustee shall select the

Securities or portions thereof to be redeemed pro rata, by lot or by any other

method the Trustee shall deem fair and reasonable.




 




Upon the occurrence of a Change of Control, each Holder may require the

Company to repurchase all or a portion of such Holder’s Securities in an amount

of $1,000 or integral multiples of $1,000, at a purchase price in cash equal to

101% of the principal amount thereof, together with accrued and unpaid

interest, if any, to the date of repurchase.




 




Under certain circumstances, in the event the Net Cash Proceeds

received by the Company or a Restricted Subsidiary from any Asset Sale, which

proceeds are not used to prepay Senior Indebtedness or invested in properties

or assets used in the businesses of the Company, exceed $5,000,000 the Company

will be required to apply such proceeds to the repayment of the Securities and

certain Indebtedness ranking pari  passu to the Securities.




 




In the case of any redemption of Securities, interest installments

whose Stated Maturity is on or prior to the Redemption Date will be payable to

the Holders of such Securities of record as of the close of business on the

relevant record date referred to on the face hereof.  Securities (or portions thereof) for whose redemption and payment

provision is made in accordance with the Indenture shall cease to bear interest

from and after the date of redemption.




 




In the event of redemption of this Security in part only, a new

Security or Securities for the unredeemed portion hereof shall be issued in the

name of the Holder hereof upon the cancellation hereof.




 




If an Event of Default shall occur and be continuing, the principal

amount of all the Securities may be declared due and payable in the manner and

with the effect provided in the Indenture.




 




If this Security is in certificated form, then as provided in the

Indenture and subject to certain limitations therein set forth, the transfer of

this Security is registrable on the Security Register of the Company, upon

surrender of this Security for registration of transfer at the office or agency

of the Company maintained for such purpose, duly endorsed by, or accompanied by

a written instrument of transfer in form satisfactory to the Company and the

Security Registrar duly executed by, the Holder hereof or its 




 




48





























 




attorney duly authorized in writing, and thereupon one or more new

Securities, of authorized denominations and for the same aggregate principal

amount, will be issued to the designated transferee or transferees.




 




If this Security is a Global Security, except as described below, it is

not exchangeable for a Security or Securities in certificated form.  The Securities will be delivered in

certificated form if (i) the Depositary ceases to be registered as a

clearing agency under the Exchange Act or is no longer willing or able to

provide securities depository services with respect to the Securities,

(ii) the Company so determines or (iii) there shall have occurred an

Event of Default or an event which, with the giving of notice or lapse of time

or both, would constitute an Event of Default with respect to the Securities

represented by such Global Security and such Event of Default or event

continues for a period of 90 days.  Upon

any such issuance, the Trustee is required to register such certificated

Security in the name of, and cause the same to be delivered to, such Person or

Persons (or the nominee of any thereof).




 




The Indenture permits, with certain exceptions (including certain

amendments permitted without the consent of any Holders) as therein provided,

the amendment thereof and the modification of the rights and obligations of the

Company and the Guarantors and the rights of the Holders under the Indenture

and the Guarantees at any time by the Company, the Guarantors and the Trustee

with the consent of the Holders of a specified percentage in aggregate

principal amount of the Securities at the time Outstanding.  The Indenture also contains provisions

permitting the Holders of specified percentages in aggregate principal amount

of the Securities at the time Outstanding, on behalf of the Holders of all the

Securities, to waive compliance by the Company and the Guarantors with certain

provisions of the Indenture and the Guarantees and certain past Defaults under

the Indenture and the Guarantees and their consequences.  Any such consent or waiver by or on behalf

of the Holder of this Security shall be conclusive and binding upon such Holder

and upon all future Holders of this Security and of any Security issued upon

the registration of transfer hereof or in exchange herefor or in lieu hereof

whether or not notation of such consent or waiver is made upon this Security.




 




No reference herein to the Indenture and no provision of this Security

or of the Indenture shall alter or impair the obligation of the Company, any

Guarantor or any other obligor upon the Securities (in the event such other

obligor is obligated to make payments in respect of the Securities), which is

absolute and unconditional, to pay the principal of, premium, if any, and

interest on this Security at the times, place, and rate, and in the coin or

currency, herein prescribed, subject to the subordination provisions of the

Indenture.




 




The Securities are issuable only in registered form without coupons in

denominations of $1,000 and any integral multiple thereof.  As provided in the Indenture and subject to

certain limitations therein set forth, the Securities are exchangeable for a 




 




49





























 




like aggregate principal amount of Securities of a different authorized

denomination, as requested by the Holder surrendering the same.




 




No service charge shall be made for any registration of transfer or

exchange or redemption of Securities, but the Company may require payment of a

sum sufficient to cover any tax or other governmental charge payable in connection

therewith.




 




Prior to and at the time of due presentment of this Security for

registration of transfer, the Company, the Trustee and any agent of the Company

or the Trustee may treat the Person in whose name this Security is registered

as the owner hereof for all purposes (subject to provisions with respect to

record dates for the payment of interest), whether or not this Security is

overdue, and neither the Company, the Trustee nor any agent shall be affected

by notice to the contrary.




 




THIS

SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF

THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS

PRINCIPLES THEREOF).




 




All terms used in this Security which are defined in the Indenture and

not otherwise defined herein shall have the meanings assigned to them in the

Indenture.




 




OPTION OF HOLDER

TO ELECT PURCHASE




 




If you wish to have this Security purchased by the Company pursuant to

Section 1013 or Section 1016, as applicable, of the Indenture, check the

Box: 

[      ].




 




If you wish to have a portion of this Security purchased by the Company

pursuant to Section 1013 or Section 1016 as applicable, of the Indenture, state

the amount (in original principal amount):




 




	

  $


  	

  .


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  	

  Your Signature:


  	

   


  
	

   


  
	

  (Sign exactly as your name appears on the other side

  of this Security)


  
	

   


  	

   


  
	

  Signature Guarantee:


  	

   


  	

   


  
											





 




50





























 




[Signature must be guaranteed by an

eligible Guarantor Institution (banks, stock brokers, savings and loan

associations and credit unions) with membership in an approved guarantee

medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15]




 




Section 204.  Additional Provisions Required in Global

Security.




 




Any Global Security issued hereunder shall, in addition to the

provisions contained in Sections 202 and 203, bear a legend in substantially

the following form:




 




THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A

NOMINEE OF A DEPOSITARY.  THIS SECURITY

IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN

THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN

THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO

A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY

OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES

DESCRIBED IN THE INDENTURE.




 




If The

Depository Trust Company is acting as the Depositary, insert — UNLESS THIS CERTIFICATE IS PRESENTED BY

AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK

CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,

EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME

OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH

OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY

TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS

AN INTEREST HEREIN.




 




Section 205.  Form of Trustee’s Certificate of

Authentication.




 




The Trustee’s certificate of authentication shall be included on the

Securities and shall be substantially in the form as follows:




 




51





























 




TRUSTEE’S CERTIFICATE OF AUTHENTICATION.




 




This is one of the Securities referred to in the within-mentioned

Indenture.




 




	

   


  	

  FIRST UNION NATIONAL BANK,


  
	

   


  	

  As Trustee


  
	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Authorized Signatory


  	

   


  
									





 




Section 206.  Form of Guarantee of Each of the

Guarantors.




 




The form of Guarantee

shall be set forth on the Securities substantially as follows:




 




GUARANTEES




 




For value received, each of the undersigned hereby unconditionally

guarantees, jointly and severally, to the holder of this Security the payment

of principal of, premium, if any, and interest on this Security in the amounts

and at the time when due and interest on the overdue principal and interest, if

any, of this Security, if lawful, and the payment or performance of all other

obligations of the Company under the Indenture or the Securities, to the holder

of this Security and the Trustee, all in accordance with and subject to the

terms and limitations of this Security and Article Fourteen of the

Indenture.  These Guarantees will not

become effective until the Trustee duly executes the certificate of

authentication on this Security.  The

Indebtedness evidenced by these Guarantees is, to the extent and in the manner

provided in the Indenture, subordinate and subject in right of payment to the

prior payment in full of all Guarantor Senior Indebtedness (as defined in the

Indenture), whether Outstanding on the date of the Indenture or thereafter, and

these Guarantees are issued subject to such provisions.




 




	

   


  	

  GUARANTORS:


  
	

   


  	

   


  
	

   


  	

  CHESAPEAKE TELEVISION, INC.


  
	

   


  	

  KSMO, INC.


  
	

   


  	

  WCGV, INC.


  
	

   


  	

  SINCLAIR ACQUISITION IV, INC.


  
	

   


  	

  WLFL, INC.


  
	

   


  	

  SINCLAIR MEDIA I, INC.


  
	

   


  	

  WSMH, INC.


  
	

   


  	

  SINCLAIR MEDIA II, INC.


  
	

   


  	

  WSTR LICENSEE, INC.


  
	

   


  	

  WGME, INC.


  





 




52





























 




	

   


  	

  SINCLAIR MEDIA III, INC.


  
	

   


  	

  WTTE, CHANNEL 28 LICENSEE, INC.


  
	

   


  	

  WTTO, INC.


  
	

   


  	

  WTVZ, INC.


  
	

   


  	

  WYZZ, INC.


  
	

   


  	

  KOCB, INC.


  
	

   


  	

  FSF-TV, INC.


  
	

   


  	

  KSMO LICENSEE, INC.


  
	

   


  	

  WDKY, INC.


  
	

   


  	

  WYZZ LICENSEE, INC.


  
	

   


  	

  KLGT, INC.


  
	

   


  	

  SINCLAIR ACQUISITION II, INC.


  
	

   


  	

  SINCLAIR COMMUNICATIONS, INC.


  
	

   


  	

  WSYX LICENSEE, INC.


  
	

   


  	

  WGGB, INC.


  
	

   


  	

  WTWC, INC.


  
	

   


  	

  SINCLAIR COMMUNICATIONS II,

  INC.


  
	

   


  	

  SINCLAIR HOLDINGS I, INC.


  
	

   


  	

  SINCLAIR HOLDINGS II, INC.


  
	

   


  	

  SINCLAIR HOLDINGS III, INC.


  
	

   


  	

  SINCLAIR TELEVISION COMPANY, INC.


  
	

   


  	

  SINCLAIR TELEVISION OF BUFFALO, INC.


  
	

   


  	

  SINCLAIR TELEVISION OF CHARLESTON, INC.


  
	

   


  	

  SINCLAIR TELEVISION OF NASHVILLE, INC.


  
	

   


  	

  SINCLAIR TELEVISION OF NEVADA, INC.


  
	

   


  	

  SINCLAIR TELEVISION OF OKLAHOMA, INC.


  
	

   


  	

  SINCLAIR TELEVISION OF TENNESSEE, INC.


  
	

   


  	

  SINCLAIR TELEVISION LICENSE HOLDER, INC.


  
	

   


  	

  SINCLAIR TELEVISION OF DAYTON, INC.


  
	

   


  	

  SINCLAIR ACQUISITION VII,

  INC.


  
	

   


  	

  SINCLAIR ACQUISITION VIII,

  INC.


  
	

   


  	

  SINCLAIR ACQUISITION IX, INC.


  
	

   


  	

  SINCLAIR ACQUISITION X, INC.


  
	

   


  	

  SINCLAIR ACQUISITION XI, INC.


  
	

   


  	

  SINCLAIR ACQUISITION XII,

  INC.


  





 




53





























 




	

   


  	

   


  	

  MONTECITO BROADCASTING CORPORATION


  
	

   


  	

   


  	

  CHANNEL 33, INC.


  
	

   


  	

   


  	

  WNYO, INC.


  
	

   


  	

   


  	

  NEW YORK TELEVISION, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:  


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President (as to all)


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary (as to all)


  	

   


  
									





 




54





























 




	

   


  	

   


  	

  SINCLAIR PROPERTIES, LLC


  
	

   


  	

   


  	

  SINCLAIR PROPERTIES II, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  Manager (as to both)


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Manager (as to both)


  	

   


  
									





 




	

   


  	

   


  	

  KBSI LICENSEE L.P.


  
	

   


  	

   


  	

  KETK LICENSEE L.P.


  
	

   


  	

   


  	

  WMMP LICENSEE L.P.


  
	

   


  	

   


  	

  WSYT LICENSEE L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  Sinclair Properties, LLC,


  
	

   


  	

   


  	

   


  	

  General Partner


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  Manager 


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Manager


  	

   


  
									





 




	

   


  	

   


  	

  WEMT LICENSEE L.P.


  
	

   


  	

   


  	

  WKEF LICENSEE L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  Sinclair Properties II, LLC,


  
	

   


  	

   


  	

   


  	

  General Partner


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:  


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  Manager


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Manager


  	

   


  
									





 




55





























 




	

   


  	

   


  	

  WGME LICENSEE LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  WGME, Inc., Member


  
	

   


  	

   


  	

   


  	

  General Partner


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  WICD LICENSEE, LLC


  
	

   


  	

   


  	

  WICS LICENSEE, LLC


  
	

   


  	

   


  	

  KGAN LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  Sinclair Acquisition IV, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  WSMH LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  WSMH, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




56





























 




	

   


  	

   


  	

  WPGH LICENSEE, LLC


  
	

   


  	

   


  	

  KDNL LICENSEE, LLC


  
	

   


  	

   


  	

  WCWB LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  Sinclair Media I, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  WTVZ LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  WTVZ, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  CHESAPEAKE TELEVISION LICENSEE, LLC


  
	

   


  	

   


  	

  KABB LICENSEE, LLC


  
	

   


  	

   


  	

  SCI - SACRAMENTO LICENSEE, LLC


  
	

   


  	

   


  	

  WLOS LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  Chesapeake Television, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




57





























 




	

   


  	

   


  	

  KLGT LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  KLGT, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  WCGV LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  WCGV, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  SCI - INDIANA LICENSEE, LLC


  
	

   


  	

   


  	

  KUPN LICENSEE, LLC


  
	

   


  	

   


  	

  WEAR LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  Sinclair Media II, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




58





























 




	

   


  	

   


  	

  WLFL LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  WLFL, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  WTTO LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  WTTO, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  WTWC LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  WTWC, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




59





























 




	

   


  	

   


  	

  WGGB LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  WGGB, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  KOCB LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  KOCB, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  WDKY LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  WDKY, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




60





























 




	

   


  	

   


  	

  KOKH LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  Sinclair Television of Oklahoma, Inc., 


  
	

   


  	

   


  	

  Member


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  WUPN LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  Sinclair Television of Buffalo, Inc., 


  
	

   


  	

   


  	

  Member


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  WUXP LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  Sinclair Television of Buffalo, Inc., 


  
	

   


  	

   


  	

  Member


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




61





























 




	

   


  	

   


  	

  WCHS LICENSEE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  Sinclair Media III, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




	

   


  	

   


  	

  SINCLAIR FINANCE, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  KLGT, Inc., Member


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:  


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

  Attest


  	

   


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Secretary


  	

   


  
									





 




62





























ARTICLE THREE




 




THE SECURITIES




 




Section

301.  Title and Terms.




 




The initial aggregate principal amount of Securities which will be

authenticated and delivered under this Indenture is $310,000,000 in principal

amount of Securities, except for Securities authenticated and delivered upon

registration of transfer of, or in exchange for, or in lieu of, other

Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1013, 1016 or

1108.  Notwithstanding the foregoing,

the Company may, from time to time, without notice to or the consent of the

Holders of Securities, create and issue further Securities (“Additional

Securities”) under this Indenture ranking equally with the Securities in all

respects, subject to the limitations described in Section 1008 hereof.  Such Additional Securities will be

consolidated and form a single series with the Securities, vote together with

the Securities and have the same terms as to status, redemption or otherwise as

the Securities.




 




The Securities shall be known and designated as the “8 3/4% Senior

Subordinated Notes due 2011”, in the case of either Series A or Series B, of

the Company.  The Stated Maturity of the

Securities shall be December 15, 2011, and the Securities shall each bear

interest at the rate of 8 3/4% plus Penalty Interest, if any, from December 10,

2001 or from the most recent Interest Payment Date to which interest has been

paid, as the case may be, payable on June 15, 2002 and semiannually thereafter

on June 15 and December 15, in each year, until the principal thereof is paid

or duly provided for.




 




Unless otherwise specified herein, the Series A Securities and the

Series B Securities will be treated as one class and are together referred to

as the “Securities.”  The Series A

Securities rank pari  passu in right of payment with the Series B

Securities.




 




The principal of, premium, if any, and interest on the Securities shall

be payable at the office or agency of the Company maintained for such purpose; provided,

however, that at the option of the Company interest may be paid (i) by

check mailed to addresses of the Persons entitled thereto as such addresses

shall appear on the Security Register or (ii) by wire transfer in immediately

available funds to an account specified (not later than one Business Day prior

to the applicable Interest Payment Date) by the Holder thereof.  If any of the Securities are held by the

Depositary, payments of interest may be made by wire transfer to the

Depositary.  The Trustee is hereby

initially designated as the Paying Agent under this Indenture.




 




 




63





























 




The Securities shall be redeemable as provided in Article Eleven.




 




The obligations of the Company pursuant to the Securities shall be

guaranteed by each and every Guarantor as provided in Article Fourteen of the

Indenture.




 




The Securities shall be redeemable, at the option of the Holder, upon a

Change of Control as provided in Section 1016 of this Indenture.




 




At the election of the Company, the entire Indebtedness on the

Securities or certain of the Company’s obligations and covenants and certain

Events of Default thereunder may be defeased as provided in Article Four.




 




The Securities shall be subordinated in right of payment to Senior

Indebtedness as provided in Article Twelve.




 




Section 302.  Denominations.




 




The Securities shall be issuable only in registered form without

coupons and only in denominations of $1,000 and any integral multiple thereof.




 




Section 303.  Execution,

Authentication, Delivery and Dating.




 




The Securities shall be executed on behalf of the Company by one of its

Chairman of the Board, its President or one of its Vice Presidents attested by

its Secretary or one of its Assistant Secretaries.




 




Securities bearing the manual or facsimile signatures of individuals

who were at any time the proper officers of the Company shall bind the Company,

notwithstanding that such individuals or any of them have ceased to hold such

offices prior to the authentication and delivery of such Securities or did not

hold such offices on the date of such Securities.




 




At any time and from time to time after the execution and delivery of

this Indenture, the Company may deliver Securities executed by the Company to

the Trustee for authentication, together with a Company Order for the

authentication and delivery of such Securities; and the Trustee in accordance

with such Company Order shall authenticate and deliver such Securities as

provided in this Indenture and not otherwise.




 




Each Security shall be dated the date of its authentication.




 




No Security shall be entitled to any benefit under this Indenture or be

valid or obligatory for any purpose unless there appears on such Security a

certificate of authentication substantially in the form provided for herein

duly executed by the Trustee by manual signature of an authorized officer, and

such certificate upon any Security shall 




 




64





























 




be conclusive evidence, and the only evidence, that such Security has

been duly authenticated and delivered hereunder.




 




In case the Company or any Guarantor, pursuant to Article Eight, shall

be consolidated, merged with or into any other Person or shall sell, assign,

convey, transfer or lease substantially all of its properties and assets to any

Person, and the successor Person resulting from such consolidation, or

surviving such merger, or into which the Company or such Guarantor shall have

been merged, or the Person which shall have received a sale, assignment, conveyance,

transfer or lease as aforesaid, shall have executed an indenture supplemental

hereto with the Trustee pursuant to Article Eight, any of the Securities

authenticated or delivered prior to such consolidation, merger, sale,

assignment, conveyance, transfer or lease may, from time to time, at the

request of the successor Person, be exchanged for other Securities executed in

the name of the successor Person with such changes in phraseology and form as

may be appropriate, but otherwise in substance of like tenor as the Securities

surrendered for such exchange and of like principal amount; and the Trustee,

upon Company Request of the successor Person, shall authenticate and deliver

Securities as specified in such request for the purpose of such exchange.  If Securities shall at any time be

authenticated and delivered in any new name of a successor Person pursuant to

this Section in exchange or substitution for or upon registration of transfer

of any Securities, such successor Person, at the option of the Holders but

without expense to them, shall provide for the exchange of all Securities at

the time Outstanding for Securities authenticated and delivered in such new

name.




 




The Trustee may appoint an authenticating agent acceptable to the

Company to authenticate Securities on behalf of the Trustee.  Unless limited by the terms of such

appointment, an authenticating agent may authenticate Securities whenever the

Trustee may do so.  Each reference in

this Indenture to authentication by the Trustee includes authentication by such

agent.  An authenticating agent has the

same rights as any Security Registrar or Paying Agent to deal with the Company

and its Affiliates.




 




Section 304.  Temporary

Securities.




 




Pending the preparation of definitive Securities, the Company may execute,

and upon Company Order, the Trustee shall authenticate and deliver, temporary

Securities which are printed, lithographed, typewritten or otherwise produced,

in any authorized denomination, substantially of the tenor of the definitive

Securities in lieu of which they are issued and with such appropriate

insertions, omissions, substitutions and other variations as the officers

executing such Securities may determine, as conclusively evidenced by their

execution of such Securities.




 




After the preparation of definitive Securities, the temporary

Securities shall be exchangeable for definitive Securities upon surrender of

the temporary Securities at the office or agency of the Company designated for

such purpose pursuant to Section 1002,




 




65





























 




without charge to the Holder. 

Upon surrender for cancellation of any one or more temporary Securities

the Company shall execute and the Trustee shall authenticate and deliver in

exchange therefor a like principal amount of definitive Securities of

authorized denominations.  Until so

exchanged the temporary Securities shall in all respects be entitled to the

same benefits under this Indenture as definitive Securities.




 




Section 305.  Global Securities.




 




(a)  Each Global Security

initially shall (i) be registered in the name of the Depositary for such

Global Security or the nominee of such Depositary, (ii) be deposited with,

or on behalf of, the Depositary or with the Trustee as custodian for such

Depository and (iii) bear legends as set forth in Sections 202(a) and

204; provided, however, the Securities are eligible to be in the form of

a Global Security.




 




Members of, or participants in, the Depositary (“Agent Members”) shall

have no rights under this Indenture with respect to any Global Security held on

their behalf by the Depositary, or the Trustee as its custodian, or under the

Global Security, and the Depositary may be treated by the Company, the Trustee

and any agent of the Company or the Trustee as the absolute owner of such

Global Security for all purposes whatsoever. 

Notwithstanding the foregoing, nothing herein shall prevent the Company,

the Trustee or any agent of the Company from giving effect to any written

certification, proxy or other authorization furnished by the Depositary or

shall impair, as between the Depositary and its Agent Members, the operation of

customary practices governing the exercise of the rights of a holder of any

Security.




 




(b)  Transfers of the Global

Security shall be limited to transfers of such Global Security in whole, but

not in part, to the Depositary, its successors or their respective

nominees.  Interests of beneficial

owners in a Global Security may be transferred in accordance with the rules and

procedures of the Depositary and the provisions of Section 307.  Under the circumstances described in clause

(a) above, and in this clause (b) below, beneficial owners shall obtain

physical securities in the form set forth in Sections 202, 203, 204 (if applicable)

and 205 (“Physical Securities”) in exchange for their beneficial interests in a

Global Security in accordance with the Depositary’s and the Securities

Registrar’s procedures.  In connection

with the execution, authentication and delivery of such Physical Securities,

the Security Registrar shall reflect on its books and records a decrease in the

principal amount of the Global Security equal to the principal amount of such

Physical Securities and the Company shall execute and the Trustee shall

authenticate and deliver one or more Physical Securities having an equal

aggregate principal amount.  The

Securities will be delivered in certificated form if (i) the Depositary

ceases to be registered as a clearing agency under the Exchange Act or is not

willing or no longer willing or able to provide securities depository services

with respect to the Securities and a successor depositary is not appointed by

the Company within 90 days, (ii) the Company, in its sole discretion, so

determines or (iii) there shall have




 




66





























 




occurred an Event of Default or an event which, with the giving of

notice or lapse of time or both, would constitute an Event of Default with

respect to the Securities represented by such Global Security and such Event of

Default or event continues for a period of 90 days.




 




(c)  In connection with any

transfer of a portion of the beneficial interest in a Global Security pursuant

to subsection (b) of this Section to beneficial owners who are required to hold

Physical Securities, the Security Registrar shall reflect on its books and

records the date and a decrease in the principal amount of a Global Security in

an amount equal to the principal amount of the beneficial interest in the

Global Security to be transferred, and the Company shall execute, and the

Trustee shall authenticate and deliver, one or more Physical Securities of like

tenor and amount.




 




(d)  In connection with the transfer of the entire Global

Security to beneficial owners pursuant to subsection (b) of this Section,

a Global Security shall be deemed to be surrendered to the Trustee for

cancellation, and the Company shall execute, and the Trustee shall authenticate

and deliver, to each beneficial owner identified by the Depositary in exchange

for its beneficial interest in a Global Security, an equal aggregate principal

amount of Physical Securities of authorized denominations.




 




(e)  Any Physical Security delivered in exchange for an

interest in Global Securities pursuant to subsection (c) or

subsection (d) of this Section shall, except as otherwise provided

Section 307, bear the Restricted Securities Legend.




 




(f)  The registered holder of a Global Security may grant

proxies and otherwise authorize any person, including Agent Members and Persons

that may hold interests through Agent Members, to take any action which a

Holder is entitled to take under this Indenture or the Securities.




 




(g)  The Depositary or its

nominee, as registered owner of a Global Security, shall be the Holder of such

Global Security for all purposes under the Indenture and the Securities, and

owners of beneficial interests in a Global Security shall hold such interests

pursuant to the Depositary’s customary procedures.  Accordingly, any such owner’s beneficial interest in a Global

Security will be shown only on, and the transfer of such interest shall be

effected only through, records maintained by the Depositary or its nominee or

its Agent Members.




 




Section 306.  Registration,

Registration of Transfer and Exchange.




 




The Company shall cause to be kept at the Corporate Trust Office of the

Trustee, or such other office as the Trustee may designate, a register (the

register maintained in such office and in any other office or agency designated

pursuant to Section 1002 being herein sometimes referred to as the “Security

Register”) in which, subject to 




 




67





























 




such reasonable regulations as the Security Registrar may prescribe,

the Company shall provide for the registration of Securities and of transfers

of Securities.  The Trustee or an agent

thereof or of the Company shall initially be the “Security Registrar” for the

purpose of registering Securities and transfers of Securities as herein

provided.




 




Upon surrender for registration of transfer of any Security at the office

or agency of the Company designated pursuant to Section 1002, the Company shall

execute, and the Trustee shall authenticate and deliver, in the name of the

designated transferee or transferees, one or more new Securities of any

authorized denomination or denominations, of a like aggregate principal amount.




 




Furthermore, any Holder of a Global Security shall, by acceptance of

such Global Security, agree that transfers of beneficial interest in such

Global Security may be effected only through a book-entry system maintained by

the Holder of such Global Security (or its agent), and that ownership of a

beneficial interest in the Securities shall be required to be reflected in a

book entry.




 




At the option of the Holder, Securities may be exchanged for other Securities

of any authorized denomination or denominations, of a like aggregate principal

amount, upon surrender of the Securities to be exchanged at such office or

agency.  Whenever any Securities are so

surrendered for exchange, the Company shall execute, and the Trustee shall

authenticate and deliver, the Securities of the same series which the Holder

making the exchange is entitled to receive; provided that no exchange of Series A

Securities for Series B Securities shall occur until an Exchange Offer Registration

Statement shall have been declared effective by the Commission and that the

Series A Securities exchanged for the Series B Securities shall be cancelled.




 




All Securities issued upon any registration of transfer or exchange of

Securities shall be the valid obligations of the Company, evidencing the same

Indebtedness, and entitled to the same benefits under this Indenture, as the

Securities surrendered upon such registration of transfer or exchange.




 




Every Security presented or surrendered for registration of transfer,

or for exchange or redemption shall (if so required by the Company or the

Trustee) be duly endorsed, or be accompanied by a written instrument of

transfer in form satisfactory to the Company and the Security Registrar, duly

executed by the Holder thereof or his attorney duly authorized in writing.




 




No service charge shall be made to a Holder for any registration of

transfer or exchange or redemption of Securities, but the Company may require

payment of a sum sufficient to pay all documentary, stamp or similar issue or

transfer taxes or other governmental charges that may be imposed in connection

with any registration of transfer 




 




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or exchange of Securities, other than exchanges pursuant to Section

303, 304, 305, 306, 307, 308, 906, 1013, 1016 or 1108 not involving any

transfer.




 




The Company shall not be required (a) to issue, register the

transfer of or exchange any Security during a period beginning at the opening

of business (i) 15 days before the date of selection of Securities for

redemption under Section 1104 and ending at the close of business on the day of

such selection or (ii) 15 days before an Interest Payment Date and ending

on the close of business on the Interest Payment Date, or (b) to register

the transfer of or exchange any Security so selected for redemption in whole or

in part, except the unredeemed portion of Securities being redeemed in part.




 




Every Restricted Security shall be subject to the restrictions on

transfer provided in the legend required to be set forth on the face of each

Restricted Security pursuant to Section 202(a), and the restrictions set forth

in this Section 306, and the Holder of each Restricted Security, by such

Holder’s acceptance thereof (or interest therein), agrees to be bound by such

restrictions on transfer.




 




The restrictions imposed by this Section 306 upon the transferability

of any particular Restricted Security shall cease and terminate on (a) the

later of two years from their date of issuance or two years after the last date

on which the Company or any Affiliate of the Company was the owner of such

Restricted Security (or any predecessor of such Restricted Security) or (b) (if

earlier) if and when such Restricted Security has been sold pursuant to an

effective registration statement under the Securities Act or transferred  pursuant to Rule 144 or under the Securities

Act (or any successor provision), unless the Holder thereof is an affiliate of

the Company within the meaning of Rule 144 (or such successor provisions).  Any Restricted Security as to which such

restrictions on transfer shall have expired in accordance with their terms or

shall have terminated may, upon surrender of such Restricted Security for

exchange to the Security Registrar in accordance with the provision of this

Section 306 (accompanied, in the event that such restrictions on transfer have

terminated pursuant to Rule 144 (or any successor provision), by an Opinion of

Counsel satisfactory to the Company and the Trustee, to the effect that the

transfer of such Restricted Security has been made in compliance with Rule 144

(or any such successor provision)), be exchanged for a new Security, of like

tenor and aggregate principal amount, which shall not bear the Restricted Securities

Legend.  The Company shall inform the

Trustee of the effective date of any Registration Statement registering the

Securities under the Securities Act no later than two Business Days after such

effective date.




 




Except as provided in the preceding paragraph, any Security

authenticated and delivered upon registration of transfer of, or in exchange

for, or in lieu of, any Global Security, whether pursuant to this Section,

Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and

bear the legend specified in Section 202(a).




 




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Section 307.  Special Transfer Provisions.




 




Unless and until (i) a Security is sold under an effective

Registration Statement, or (ii) a Security is exchanged for a Series B

Security in connection with the Exchange Offer, in each case pursuant to the

Registration Rights Agreement, the following provisions shall apply (except to

the extent inconsistent with the Applicable Procedures):




 




(a)           Transfers and

Exchanges Between Rule 144A Global Securities and Regulation S Global

Securities.




 




(i)  Rule 144A Global Security to

Regulation S Global Security. 

If the owner of a beneficial interest in the Rule 144A Global Security

wishes at any time to transfer such interest to a Person who wishes to acquire

the same in the form of a beneficial interest in the Regulation S Global

Security, such transfer may be effected only in accordance with the provisions

of this paragraph and the Applicable Procedures.  Upon receipt by the Trustee, as Security Registrar, of

(a) an order given by the Depositary or its authorized representative

directing that a beneficial interest in the Regulation S Global Security

in a specified principal amount be credited to a specified Agent Member’s

account and that a beneficial interest in the Rule 144A Global Security in an

equal principal amount be debited from another specified Agent Member’s account

and (b) a Regulation S Certificate in the form of Exhibit A hereto,

satisfactory to the Trustee and duly executed by the owner of such beneficial

interest in the Rule 144A Global Security or his attorney duly authorized in

writing, then the Trustee, as Security Registrar but subject to paragraph (iv)

below, shall reduce the principal amount of the Rule 144A Global Security and

increase the principal amount of the Regulation S Global Security by such

specified principal amount.




 




(ii)  Regulation S Global Security to Rule

144A Global Security.  If the owner

of a beneficial interest in the Regulation S Global Security wishes at any

time to transfer such interest to a Person who wishes to acquire the same in

the form of a beneficial interest in the Rule 144A Global Security, such

transfer may be effected only in accordance with this paragraph (ii) and

subject to the Applicable Procedures. 

Upon receipt by the Trustee, as Security Registrar, of (a) an order

given by the Depositary or its authorized representative directing that a

beneficial interest in the Rule 144A Global Security in a specified principal

amount be credited to a specified Agent Member’s account and that a beneficial

interest in the Regulation S Global Security in an equal principal amount

be debited from




 




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 another specified Agent Member’s account and

(b) if such transfer is to occur during the Restricted Period, a

Restricted Securities Certificate in the form of Exhibit B hereto, satisfactory

to the Trustee and duly executed by the owner of such beneficial interest in

the Regulation S Global Security or his attorney duly authorized in

writing, then the Trustee, as Security Registrar, shall reduce the principal

amount of the Regulation S Global Security and increase the principal

amount of the Rule 144A Global Security by such specified principal amount.




 




(iii)          Exchanges between Global Securities

and Non-Global Securities.  A

beneficial interest in a Global Security may be exchanged for a Security that

is not a Global Security as provided in Section 305(b), provided that,

if such interest is a beneficial interest in the Rule 144A Global Security, or

if such interest is a beneficial interest in the Regulation S Global

Security and such exchange is to occur during the Restricted Period, then such

interest shall bear the Private Placement Legend (subject in each case to

Section 307(b).




 




(iv)          Regulation S Global Security

to be Held Through Euroclear or Clearstream during Restricted Period.  The Company shall use its best efforts to

cause the Depositary to ensure that, until the expiration of the Restricted Period,

beneficial interests in the Regulation S Global Security may be held only

in or through accounts maintained at the Depositary by Euroclear or Clearstream

(or by Agent Members acting for the account thereof), and no person shall be

entitled to effect any transfer or exchange that would result in any such

interest being held otherwise than in or through such an account; provided

that this paragraph (iv) shall not prohibit any transfer or exchange of such an

interest in accordance with paragraph (ii) above.




 




(b)           Restricted

Securities Legend.  Rule 144A Global

Securities and their Successor Securities, Regulation S Global Securities

and their Successor Securities and Physical Securities and their Successor

Securities shall bear a Restricted Securities Legend, subject to the following:




 




(i)            subject to the following clauses of

this Section 307(b), a Security or any portion thereof which is exchanged,

upon transfer or otherwise, for a Global Security or any portion thereof shall

bear the Restricted Securities Legend borne by such Global Security while

represented thereby;




 




(ii)           subject to the following Clauses of

this Section 307(b), a new Security which is not a Global Security and is

issued in exchange for




 




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 another Security (including a

Global Security) or any portion thereof, upon transfer or otherwise, shall bear

the Restricted Securities Legend borne by such other Security;




 




(iii)          Securities received pursuant to the

Exchange Offer, and all other Securities sold or otherwise disposed of pursuant

to an effective registration statement under the Securities Act, together with

their respective Successor Securities, shall not bear a Restricted Securities

Legend;




 




(iv)          at any time after the Securities may

be freely transferred without registration under the Securities Act or without

being subject to transfer restrictions pursuant to the Securities Act, a new

Security which does not bear a Restricted Securities Legend may be issued in

exchange for or in lieu of a Security (other than a Global Security) or any

portion thereof which bears such a legend if the Trustee has received an

Unrestricted Securities Certificate substantially in the form of Exhibit C

hereto, satisfactory to the Trustee and duly executed by the Holder of such

legended Security or his attorney duly authorized in writing, and after such

date and receipt of such certificate, the Trustee shall authenticate and

deliver such a new Security in exchange for or in lieu of such other Security

as provided in this Article Three;




 




(v)           a new Security which does not bear a

Restricted Securities Legend may be issued in exchange for or in lieu of a

Security (other than a Global Security) or any portion thereof which bears such

a legend if, in the Company’s judgment, placing such a legend upon such new

Security is not necessary to ensure compliance with the registration

requirements of the Securities Act, and the Trustee, at the direction of the

Company, shall authenticate and deliver such a new Security as provided in this

Article Three.




 




(c)           General.  By its acceptance of any Security bearing

the Restricted Securities Legend, each Holder of such a Security acknowledges

the restrictions on transfer of such Security set forth in this Indenture and

in the Restricted Securities Legend and agrees that it will transfer such

Security only as provided in this Indenture.




 




The Security Registrar shall retain copies of all letters, notices and

other written communications received pursuant to Section 306 or this

Section 307.  The Company shall

have the right to inspect and make copies of all such letters, notices or other

written communications at any reasonable time upon the giving of reasonable

written notice to the Security Registrar.




 




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Section 308.  Mutilated, Destroyed, Lost and Stolen

Securities.




 




If (a) any mutilated Security is surrendered to the Trustee, or

(b) the Company and the Trustee receive evidence to their satisfaction of

the destruction, loss or theft of any Security, and there is delivered to the

Company, each Guarantor and the Trustee, such security or indemnity, in each

case, as may be required by them to save each of them harmless, then, in the

absence of notice to the Company, any Guarantor or the Trustee that such

Security has been acquired by a bona fide purchaser, the Company shall execute

and upon its written request the Trustee shall authenticate and deliver, in

exchange for any such mutilated Security or in lieu of any such destroyed, lost

or stolen Security, a replacement Security of like tenor and principal amount,

bearing a number not contemporaneously outstanding.




 




In case any such mutilated, destroyed, lost or stolen Security has

become or is about to become due and payable, the Company in its discretion

may, instead of issuing a replacement Security, pay such Security.




 




Upon the issuance of any replacement Securities under this Section, the

Company may require the payment of a sum sufficient to pay all documentary,

stamp or similar issue or transfer taxes or other governmental charges that may

be imposed in relation thereto and any other expenses (including the fees and

expenses of the Trustee) connected therewith.




 




Every replacement Security issued pursuant to this Section in lieu of

any destroyed, lost or stolen Security shall constitute an original additional

contractual obligation of the Company and the Guarantors, whether or not the

destroyed, lost or stolen Security shall be at any time enforceable by anyone,

and shall be entitled to all benefits of this Indenture equally and

proportionately with any and all other Securities duly issued hereunder.




 




The provisions of this Section are exclusive and shall preclude (to the

extent lawful) all other rights and remedies with respect to the replacement or

payment of mutilated, destroyed, lost or stolen Securities.




 




Section 309.  Payment of Interest; Interest Rights

Preserved.




 




Interest on any Security which is payable, and is punctually paid or

duly provided for, on any Interest Payment Date shall be paid to the Person in

whose name that Security is registered at the close of business on the Regular

Record Date for such interest.




 




Any interest on any Security which is payable, but is not punctually

paid or duly provided for, on any Interest Payment Date and interest on such

defaulted interest at 




 




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the then applicable interest rate borne by the Securities, to the

extent lawful (such defaulted interest and interest thereon herein collectively

called “Defaulted Interest”) shall forthwith cease to be payable to the Holder

on the Regular Record Date; and such Defaulted Interest may be paid by the

Company, at its election in each case, as provided in Subsection (a) or (b)

below:




 




(a)           The Company may elect to make payment

of any Defaulted Interest to the Persons in whose names the Securities are

registered at the close of business on a Special Record Date for the payment of

such Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in

writing of the amount of Defaulted Interest proposed to be paid on each

Security and the date (not less than 30 days after such notice) of the proposed

payment, and at the same time the Company shall deposit with the Trustee an amount

of money equal to the aggregate amount proposed to be paid in respect of such

Defaulted Interest or shall make arrangements satisfactory to the Trustee for

such deposit prior to the date of the proposed payment, such money when

deposited to be held in trust for the benefit of the Persons entitled to such

Defaulted Interest as in this Subsection provided.  Thereupon the Trustee shall fix a Special Record Date for the

payment of such Defaulted Interest which shall be not more than 15 days and not

less than 10 days prior to the date of the proposed payment and not less than

10 days after the receipt by the Trustee of the notice of the proposed

payment.  The Trustee shall promptly

notify the Company in writing of such Special Record Date.  In the name and at the expense of the

Company, the Trustee shall cause notice of the proposed payment of such

Defaulted Interest and the Special Record Date therefor to be mailed,

first-class postage prepaid, to each Holder at his address as it appears in the

Security Register, not less than 10 days prior to such Special Record

Date.  Notice of the proposed payment of

such Defaulted Interest and the Special Record Date therefor having been so

mailed, such Defaulted Interest shall be paid to the Persons in whose names the

Securities are registered on such Special Record Date and shall no longer be

payable pursuant to the following Subsection (b).




 




(b)           The Company may make payment of any

Defaulted Interest in any other lawful manner not inconsistent with the

requirements of any securities exchange on which the Securities may be listed,

and upon such notice as may be required by such exchange, if, after written

notice given by the Company to the Trustee of the proposed payment pursuant to

this Subsection, such payment shall be deemed practicable by the Trustee.




 




Subject to the

foregoing provisions of this Section, each Security delivered under this

Indenture upon registration of transfer of or in exchange for or in lieu of any






 




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other Security shall carry the rights to interest accrued and unpaid,

and to accrue, which were carried by such other Security.




 




Section 310.  Persons Deemed Owners.




 




The Company, any Guarantor, the Trustee and any agent of the Company,

any Guarantor or the Trustee may treat the Person in whose name any Security is

registered as the owner of such Security for the purpose of receiving payment

of principal of, premium, if any, and (subject to Section 309) interest on such

Security and for all other purposes whatsoever, whether or not such Security is

overdue, and neither the Company, any Guarantor, the Trustee nor any agent of

the Company, any Guarantor or the Trustee shall be affected by notice to the

contrary.  No holder of any beneficial

interest in any Global Security held on its behalf by a Depositary shall have

any rights under this Indenture with respect to such Global Security, and such

Depositary may be treated by the Company, any Guarantor, the Trustee and any

agent of the Company, any Guarantor or the Trustee as the owner of such Global

Security for all purposes whatsoever. 

Notwithstanding the foregoing, nothing herein shall prevent the Company,

any Guarantor, the Trustee or any agent of the Company, any Guarantor or the

Trustee from giving effect to any written certification, proxy or other

authorization furnished by the Depositary or impair, as between the Depositary

and such holders of beneficial interests, the operation of customary practices

governing the exercise of the rights of the Depositary (or its nominee) as

Holder of any Security.




 




Section 311.  Cancellation.




 




All Securities surrendered for payment, purchase, redemption,

registration of transfer or exchange shall be delivered to the Trustee and, if

not already cancelled, shall be promptly cancelled by it.  The Company and any Guarantor may at any

time deliver to the Trustee for cancellation any Securities previously

authenticated and delivered hereunder which the Company or such Guarantor may

have acquired in any manner whatsoever, and all Securities so delivered shall

be promptly cancelled by the Trustee. 

No Securities shall be authenticated in lieu of or in exchange for any

Securities cancelled as provided in this Section, except as expressly permitted

by this Indenture.  All cancelled Securities

held by the Trustee shall be destroyed and certification of their destruction

delivered to the Company unless by a Company Order the Company shall direct

that the cancelled Securities be returned to it.  The Trustee shall provide the Company a list of all Securities

that have been cancelled from time to time as requested by the Company.




 




Section 312.  Computation of Interest.




 




Interest on the Securities shall be computed on the basis of a 360-day

year of twelve 30-day months.




 




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Section

313.  CUSIP Numbers.




 




The Company in issuing the Securities may use “CUSIP” numbers (if then

generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices

of redemption as a convenience to Holders; provided that any such notice

may state that no representation is made as to the correctness of such numbers

either as printed on the Securities or as contained in any notice of a

redemption and that reliance may be placed only on the other identification numbers

printed on the Securities, and any such redemption shall not be affected by any

defect in or omission of such numbers.




 




ARTICLE FOUR




 




DEFEASANCE AND COVENANT

DEFEASANCE




 




Section 401.  Company’s

Option to Effect Defeasance or Covenant Defeasance.




 




The Company may, at its option by Board Resolution, at any time, with

respect to the Securities, elect to have either Section 402 or Section 403 be

applied to all of the Outstanding Securities (the “Defeased Securities”), upon

compliance with the conditions set forth below in this Article Four.




 




Section 402.  Defeasance and Discharge.




 




Upon the Company’s exercise under Section 401 of the option applicable

to this Section 402, the Company, each of the Guarantors and any other obligor

upon the Securities, if any, shall be deemed to have been discharged from its

obligations with respect to the Defeased Securities on the date the conditions

set forth below are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that

the Company, each of the Guarantors, if any, and any other obligor under the

Indenture shall be deemed to have paid and discharged the entire Indebtedness

represented by the Defeased Securities, which shall thereafter be deemed to be

“Outstanding” only for the purposes of Section 405 and the other Sections of

this Indenture referred to in (a) and (b) below, and to have satisfied all its

other obligations under such Securities and this Indenture insofar as such

Securities are concerned (and the Trustee, at the expense of the Company, and,

upon written request, shall 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 Defeased Securities to receive, solely from the trust fund

described in Section 404 and as more fully set forth in such Section, payments

in respect of the principal of, premium, if any, and interest on such

Securities when such payments are due, (b) the Company’s obligations with

respect to such Defeased Securities under Sections 304, 305, 306, 307, 1002 and

1003, (c) the rights, powers, trusts, duties and 




 




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immunities of the Trustee hereunder, including, without limitation, the

Trustee’s rights under Section 606, and (d) this Article Four.  Subject to compliance with this Article

Four, the Company may exercise its option under this Section 402

notwithstanding the prior exercise of its option under Section 403 with respect

to the Securities.




 




Section 403.  Covenant Defeasance.




 




Upon the Company’s exercise under Section 401 of the option applicable

to this Section 403, the Company and each Guarantor shall be released from its

obligations under any covenant or provision contained or referred to in

Sections 1006 through 1019, inclusive, and the provisions of Article Twelve and

Sections 1416 through 1429 shall not apply, with respect to the Defeased

Securities on and after the date the conditions set forth below are satisfied

(hereinafter, “covenant defeasance”), and the Defeased Securities shall

thereafter be deemed to be not “Outstanding” for the purposes of any direction,

waiver, consent or declaration or Act of Holders (and the consequences of any

thereof) in connection with such covenants and the provisions of Article Twelve

and Sections 1416 through 1429, but shall continue to be deemed “Outstanding”

for all other purposes hereunder.  For

this purpose, such covenant defeasance means that, with respect to the Defeased

Securities, the Company and each Guarantor may omit to comply with and shall

have no liability in respect of any term, condition or limitation set forth in

any such Section or Article, whether directly or indirectly, by reason of any

reference elsewhere herein to any such Section or Article or by reason of any

reference in any such Section or Article to any other provision herein or in

any other document and such omission to comply shall not constitute a Default

or an Event of Default under Section 501(c), (d) or (g), but, except as

specified above, the remainder of this Indenture and such Defeased Securities

shall be unaffected thereby.




 




Section 404.  Conditions to Defeasance or Covenant

Defeasance.




 




The following shall be the conditions to application of either Section

402 or Section 403 to the Defeased Securities:




 




(1)           The Company shall

irrevocably have deposited or caused to be deposited with the Trustee (or

another trustee satisfying the requirements of Section 608 who shall agree to

comply with the provisions of this Article Four applicable to it) as trust

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

such Securities, (a) United States dollars 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 one

day before the due date of any payment, money in an amount, or (c) a

combination thereof, sufficient, in the opinion of a nationally recognized firm

of independent public accountants or a nationally recognized investment banking

firm expressed in a written certification thereof delivered to the 




 




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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 interest on the Defeased Securities on the Stated Maturity of such

principal or installment of principal or interest (or on any date after

December 15, 2006 (such date being referred to as the “Defeasance Redemption

Date”), if when exercising under Section 401 either its option applicable to

Section 402 or its option applicable to Section 403, the Company shall have

delivered to the Trustee an irrevocable notice to redeem all of the Outstanding

Securities on the Defeasance Redemption Date); provided that the Trustee

shall have been irrevocably instructed to apply such United States dollars or

the proceeds of such U.S. Government Obligations to said payments with respect

to the Securities; and provided, further, that the United States

dollars or U.S. Government Obligations deposited shall not be subject to the

rights of the holders of Senior Indebtedness or Guarantor Senior Indebtedness

pursuant to the provisions of Articles Twelve and Fourteen.  For this purpose, “U.S. Government

Obligations” means securities that are (i) direct obligations of the United

States of America for the timely payment of which its full faith and credit is

pledged or (ii) obligations of a Person controlled or supervised by and

acting as an agency or instrumentality of the United States of America the

timely payment of which is unconditionally guaranteed as a full faith and

credit obligation by the United States of America, which, in either case, are

not callable or redeemable at the option of the issuer thereof, and shall also

include a depository receipt issued by a bank (as defined in Section 3(a)(2) of

the Securities Act), as custodian with respect to any such U.S. Government

Obligation or a specific payment of principal of or interest on any such U.S.

Government Obligation held by such custodian for the account of the holder of

such depository receipt, provided that (except as required by law) such

custodian is not authorized to make any deduction from the amount payable to

the holder of such depository receipt from any amount received by the custodian

in respect of the U.S. Government Obligation or the specific payment of

principal of or interest on the U.S. Government Obligation evidenced by such

depository receipt.




 




(2)           In the case of an

election under Section 402, the Company shall have delivered to the Trustee an

Opinion of Independent Counsel in the United States stating that (A) the

Company has received from, or there has been published by, the Internal Revenue

Service a ruling or (B) since the date of this Indenture, there has been a

change in the applicable federal income tax law, in either case to the effect

that, and based thereon such Opinion of Independent Counsel in the United

States shall confirm that, the holders of the Outstanding Securities will not

recognize income, gain or loss for federal income tax purposes as a result of

such 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

defeasance had not occurred.




 




(3)           In the case of an

election under Section 403, the Company shall have delivered to the Trustee an

Opinion of Independent Counsel in the United States to the 




 




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effect that the holders of the Outstanding Securities 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.




 




(4)           No Default or Event

of Default shall have occurred and be continuing on the date of such deposit or

insofar as subsections 501(h) and (i) are concerned, at any time during

the period ending on the 91st day after the date of deposit.




 




(5)           Such defeasance or

covenant defeasance shall not cause the Trustee for the Securities to have a

conflicting interest with respect to any securities of the Company or any

Guarantor.




 




(6)           Such defeasance or

covenant defeasance shall not result in a breach or violation of, or constitute

a Default under, this Indenture or any other material agreement or instrument

to which the Company or any Guarantor is a party or by which it is bound.




 




(7)           The Company shall

have delivered to the Trustee an Opinion of Independent Counsel to the effect

that (A) the trust funds will not be subject to any rights of holders of

Senior Indebtedness or Guarantor Senior Indebtedness, including, without

limitation, those arising under this Indenture and (B) after the

91st day following the deposit, the trust funds will not be subject to the

effect of any applicable bankruptcy, insolvency, reorganization or similar laws

affecting creditors’ rights generally.




 




(8)           The Company shall

have delivered to the Trustee an Officers’ Certificate stating that the deposit

was not made by the Company with the intent of preferring the holders of the

Securities or any Guarantee over the other creditors of the Company or any

Guarantor with the intent of defeating, hindering, delaying or defrauding

creditors of the Company, any Guarantor or others.




 




(9)           No event or condition

shall exist that would prevent the Company from making payments of the

principal of, premium, if any, and interest on the Securities on the date of

such deposit or at any time ending on the 91st day after the date of such

deposit.




 




(10)         The Company shall

have delivered to the Trustee an Officers’ Certificate and an Opinion of

Independent Counsel, each stating that all conditions precedent provided for

relating to either the defeasance under Section 402 or the covenant defeasance

under Section 403 (as the case may be) have been complied with as contemplated

by this Section 404.




 




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Opinions of

Counsel or Opinions of Independent Counsel required to be delivered under this

Section may have qualifications customary for opinions of the type required and

counsel delivering such opinions may rely on certificates of the Company or

government or other officials customary for opinions of the type required,

including certificates certifying as to matters of fact, including that various

financial covenants have been complied with.




 




Section 405.  Deposited

Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous

Provisions.




 




Subject to the provisions of the last paragraph of Section 1003, all

United States dollars and U.S. Government Obligations (including the proceeds

thereof) deposited with the Trustee or other qualifying trustee as permitted

under Section 404 (collectively, for purposes of this Section 405, the

“Trustee”) pursuant to Section 404 in respect of the Defeased Securities shall

be held in trust and applied by the Trustee, in accordance with the provisions

of such Securities and this Indenture, to the payment, either directly or

through any Paying Agent (including the Company acting as its own Paying Agent)

as the Trustee may determine, to the Holders of such Securities of all sums due

and to become due thereon in respect of principal, premium, if any, and

interest, but such money need not be segregated from other funds except to the extent

required by law.




 




The Company 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 404 or the principal 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 Defeased Securities.




 




Anything in this Article Four to the contrary notwithstanding, the

Trustee shall deliver or pay to the Company from time to time upon Company

Request any United States dollars or U.S. Government Obligations held by it as

provided in Section 404 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 defeasance or covenant defeasance.




 




Section 406.  Reinstatement.




 




If the Trustee or Paying Agent is unable to apply any United States

dollars or U.S. Government Obligations in accordance with Section 402 or 403,

as the case may be, by reason of any order or judgment of any court or

governmental authority enjoining, restraining or otherwise prohibiting such

application, then the Company’s and each Guarantor’s obligations under this

Indenture and the Securities and the provisions of Articles Twelve and Fourteen

hereof shall be revived and reinstated as though no deposit




 




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had occurred pursuant to Section 402 or 403, as the case may be, until

such time as the Trustee or Paying Agent is permitted to apply all such United

States dollars or U.S. Government Obligations in accordance with Section 402 or

403, as the case may be; provided, however, that if the Company

makes any payment to the Trustee or Paying Agent of principal of, premium, if

any, or interest on any Security following the reinstatement of its

obligations, the Trustee or Paying Agent shall promptly pay any such amount to

the Holders of the Securities and the Company shall be subrogated to the rights

of the Holders of such Securities to receive such payment from the money held

by the Trustee or Paying Agent.




 




ARTICLE FIVE




 




REMEDIES




 




Section 501.  Events of Default.




 




“Event of Default”, wherever used herein, means any one of the

following events which has occurred and is continuing (whatever the reason for

such Event of Default and whether it shall be occasioned by the provisions of

Article Twelve or be voluntary or involuntary or be effected by operation of

law or pursuant to any judgment, decree or order of any court or any order,

rule or regulation of any administrative or governmental body):




 




(a)           there shall be a

default in the payment of any interest on any Security (including any Penalty

Interest) when it becomes due and payable, and such default shall continue for

a period of 30 days;




 




(b)           there shall be a

default in the payment of the principal of (or premium, if any, on) any

Security at its Maturity (upon acceleration, optional or mandatory redemption,

required repurchase or otherwise);




 




(c)           (i) there shall

be a default in the performance, or breach, of any covenant or agreement of the

Company or any Guarantor under this Indenture (other than a default in the

performance or breach of a covenant or agreement which is specifically dealt

with in clause (a) or (b) or in clause (ii), (iii) or (iv) of this clause (c))

and such default or breach shall continue for a period of 30 days after written

notice has been given, by certified mail, (1) to the Company by the

Trustee or (z) to the Company and the Trustee by the Holders of at least

25% in aggregate principal amount of the Outstanding Securities;

(ii) there shall be a default in the performance or breach of the

provisions of Article Eight; (iii) the Company shall have failed to make

or consummate an Offer in accordance with the provisions of Section 1013; or

(iv) the Company shall have failed to




 




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make or consummate a Change of Control Offer in accordance with the

provisions of Section 1016;




 




(d)           one or more defaults

shall have occurred under any agreements, indentures or instruments under which

the Company, any Guarantor or any Restricted Subsidiary then has outstanding

Indebtedness in excess of $5,000,000 in the aggregate and, if not already

matured at its final maturity in accordance with its terms, such Indebtedness

shall have been accelerated;




 




(e)           any Guarantee shall

for any reason cease to be, or be asserted in writing by any Guarantor or the

Company not to be, in full force and effect, and enforceable in accordance with

its terms, except to the extent contemplated by this Indenture and any such

Guarantee;




 




(f)            one or more

judgments, orders or decrees for the payment of money in excess of $5,000,000

either individually or in the aggregate (net of amounts covered by insurance,

bond, surety or similar instrument), shall be entered against the Company, any

Guarantor, or any Restricted Subsidiary or any of their respective properties

and shall not be discharged and either (a) any creditor shall have

commenced an enforcement proceeding upon such judgment, order or decree or

(b) there shall have been a period of 60 consecutive days during which a

stay of enforcement of such judgment or order, by reason of an appeal or

otherwise, shall not be in effect;




 




(g)           any holder or

holders of at least $5,000,000 in aggregate principal amount of Indebtedness of

the Company, any Guarantor, or any Restricted Subsidiary after a default under

such Indebtedness shall notify the Trustee of the intended sale or disposition

of any assets of the Company, any Guarantor or any Restricted Subsidiary that

have been pledged to or for the benefit of such holder or holders to secure

such Indebtedness or shall commence proceedings, or take any action (including

by way of set-off), to retain in satisfaction of such Indebtedness or to

collect on, seize, dispose of or apply in satisfaction of Indebtedness, assets

of the Company or any Restricted Subsidiary (including funds on deposit or held

pursuant to lock-box and other similar arrangements);




 




(h)           there shall have

been the entry by a court of competent jurisdiction of (i) a decree or

order for relief in respect of the Company, any Guarantor or any Restricted

Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy

Law or (ii) a decree or order adjudging the Company, any Guarantor or any

Restricted Subsidiary bankrupt or insolvent, or seeking reorganization,

arrangement, adjustment or composition of or in respect of the Company, any

Guarantor or any Restricted Subsidiary under any applicable federal or state

law, or appointing a custodian, receiver, liquidator, assignee, trustee,

sequestrator (or other similar official) of the Company, any Guarantor or any

Restricted Subsidiary or of any substantial part of their respective

properties, or ordering the winding up or liquidation of their affairs, and any




 




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such decree or order for relief shall continue to be in effect, or any

such other decree or order shall be unstayed and in effect, for a period of 60

consecutive days; or




 




(i)            (i) the

Company, any Guarantor or any Restricted Subsidiary commences a voluntary case

or proceeding under any applicable Bankruptcy Law or any other case or

proceeding to be adjudicated bankrupt or insolvent, (ii) the Company, any

Guarantor or any Restricted Subsidiary consents to the entry of a decree or

order for relief in respect of the Company, any Guarantor or such Restricted

Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy

Law or to the commencement of any bankruptcy or insolvency case or proceeding

against it, (iii) the Company, any Guarantor or any Restricted Subsidiary

files a petition or answer or consent seeking reorganization or relief under

any applicable federal or state law, (iv) the Company, any Guarantor or

any Restricted Subsidiary (1) consents to the filing of such petition or

the appointment of, or taking possession by, a custodian, receiver, liquidator,

assignee, trustee, sequestrator or other similar official of the Company, any

Guarantor or such Restricted Subsidiary or of any substantial part of its

respective properties, (2) makes an assignment for the benefit of

creditors or (3) admits in writing its inability to pay its debts

generally as they become due, or (v) the Company, any Guarantor or any

Restricted Subsidiary takes any corporate action authorizing any such actions

in this paragraph (i).




 




The Company shall deliver to the Trustee within five days after the

occurrence thereof, written notice, in the form of an Officers’ Certificate, of

any Default, its status and what action the Company is taking or proposes to

take with respect thereto.  Unless the

Corporate Trust Office of the Trustee has received written notice of an Event

of Default of the nature described in this Section, the Trustee shall not be

deemed to have knowledge of such Event of Default for the purposes of Article

Five or for any other purpose.




 




Section 502.  Acceleration of Maturity; Rescission and

Annulment.




 




If an Event of Default (other than an Event of Default specified in

Sections 501(h) and (i)), shall occur and be continuing, the Trustee or the

Holders of not less than 25% in aggregate principal amount of the Securities

Outstanding may, and the Trustee at the request of the Holders of not less than

25% in aggregate principal amount of the Securities Outstanding shall, declare

all unpaid principal of, premium, if any, and accrued interest on all the

Securities to be due and payable immediately, by a notice in writing to the

Company (and to the Trustee if given by the Holders of the Securities); provided

that so long as the Bank Credit Agreement is in effect, such declaration shall

not become effective until the earlier of (a) five Business Days after receipt

of such notice of acceleration from the Holders or the Trustee by the agent

under the Bank Credit Agreement or (b) acceleration of the Indebtedness under

the Bank Credit Agreement.  Thereupon

the Trustee may, at its discretion, proceed to protect and enforce the rights

of the Holders of the Securities by appropriate judicial proceeding.  If an Event of Default 




 




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specified in clause (h) or (i) of Section 501 occurs and is continuing,

then all the Securities shall ipso  facto become and be

immediately due and payable, in an amount equal to the principal amount of the

Securities, together with accrued and unpaid interest, if any, to the date the

Securities become due and payable, without any declaration or other act on the

part of the Trustee or any Holder.  The

Trustee or, if notice of acceleration is given by the Holders, the Holders

shall give notice to the agent under the Bank Credit Agreement of any such

acceleration.




 




At any time after such declaration of acceleration has been made but

before a judgment or decree for payment of the money due has been obtained by

the Trustee as hereinafter in this Article provided, the Holders of a majority

in aggregate principal amount of the Securities Outstanding, by written notice

to the Company and the Trustee, may rescind and annul such declaration and its

consequences if:




 




(a)           the Company has paid

or deposited with the Trustee a sum sufficient to pay




 




(i)            all sums paid or advanced by the

Trustee under this Indenture and the reasonable compensation, expenses,

disbursements and advances of the Trustee, its agents and counsel,




 




(ii)           all overdue interest on all

Securities,




 




(iii)          the principal of and premium, if any,

on any Securities which have become due otherwise than by such declaration of

acceleration and interest thereon at a rate borne by the Securities, and




 




(iv)          to the extent that payment of such

interest is lawful, interest upon overdue interest at the rate borne by the Securities;

and




 




(b)           all Events of

Default, other than the non-payment of principal of the Securities which have

become due solely by such declaration of acceleration, have been cured or

waived as provided in Section 513.




 




No such rescission

shall affect any subsequent Default or impair any right consequent thereon

provided in Section 513.




 




Section

503.  Collection of Indebtedness and

Suits for Enforcement by Trustee.




 




The Company and

each Guarantor covenant that if




 




 




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(a)           default is made in the payment of any

interest on any Security when such interest becomes due and payable and such

default continues for a period of 30 days, or




 




(b)           default is made in the payment of the

principal of or premium, if any, on any Security at the Stated Maturity

thereof,




 




the Company and

any such Guarantor will, upon demand of the Trustee, pay to it, for the benefit

of the Holders of such Securities, subject to Articles Twelve and Fourteen, the

whole amount then due and payable on such Securities for principal and premium,

if any, and interest, with interest upon the overdue principal and premium, if

any, and, to the extent that payment of such interest shall be legally

enforceable, upon overdue installments of interest, at the rate borne by the

Securities; and, in addition thereto, such further amount as shall be

sufficient to cover the costs and expenses of collection, including the

reasonable compensation, expenses, disbursements and advances of the Trustee,

its agents and counsel.




 




If the Company or any Guarantor, as the case may be, fails to pay such

amounts forthwith upon such demand, the Trustee, in its own name and as trustee

of an express trust, may institute a judicial proceeding for the collection of

the sums so due and unpaid and may prosecute such proceeding to judgment or

final decree, and may enforce the same against the Company or any Guarantor or

any other obligor upon the Securities and collect the moneys adjudged or

decreed to be payable in the manner provided by law out of the property of the

Company or any Guarantor or any other obligor upon the Securities, wherever

situated.




 




If an Event of Default occurs and is continuing, the Trustee may in its

discretion proceed to protect and enforce its rights and the rights of the

Holders under this Indenture or the Guarantees by such appropriate private or

judicial proceedings as the Trustee shall deem most effectual to protect and

enforce such rights, including, seeking recourse against any Guarantor pursuant

to the terms of any Guarantee, whether for the specific enforcement of any

covenant or agreement in this Indenture or in aid of the exercise of any power

granted herein or therein, or to enforce any other proper remedy, including,

without limitation, seeking recourse against any Guarantor pursuant to the

terms of a Guarantee, or to enforce any other proper remedy, subject however to

Section 512.




 




Section 504.  Trustee May File Proofs of Claim.




 




In case of the pendency of any receivership, insolvency, liquidation,

bankruptcy, reorganization, arrangement, adjustment, composition or other

judicial proceeding relative to the Company or any other obligor, including

each Guarantor, upon the Securities or the property of the Company or of such

other obligor or their creditors, 




 




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the Trustee (irrespective of whether the principal of the Securities

shall then be due and payable as therein expressed or by declaration or

otherwise and irrespective of whether the Trustee shall have made any demand on

the Company for the payment of overdue principal or interest) shall be entitled

and empowered, by intervention in such proceeding or otherwise,




 




(a)           to file and prove a

claim for the whole amount of principal, and premium, if any, and interest

owing and unpaid in respect of the Securities and to file such 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 of the

Holders allowed in such judicial proceeding, and




 




(b)           subject to Articles

Twelve and Fourteen, to collect and receive any moneys, securities or other

property payable or deliverable upon any conversion or exchange of Securities

or upon any such claims and to distribute the same;




 




and any 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 the Trustee any

amount due 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 606.




 




Nothing herein contained shall be deemed to authorize the Trustee to

authorize or consent to or accept or adopt on behalf of any Holder any plan of

reorganization, arrangement, adjustment or composition affecting the Securities

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 505.  Trustee May Enforce Claims without

Possession of Securities.




 




All rights of action and claims under this Indenture or the Securities

may be prosecuted and enforced by the Trustee without the possession of any of

the Securities or the production thereof in any proceeding relating thereto,

and any such proceeding instituted by the Trustee shall be brought in its own

name and as trustee of an express trust, and any recovery of judgment shall,

after provision for the payment of the reasonable compensation, expenses,

disbursements and advances of the Trustee, its agents and counsel, be for the

ratable benefit of the Holders of the Securities in respect of which such

judgment has been recovered.




 




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Section 506.  Application of Money Collected.




 




Any money collected by the Trustee pursuant to this Article or

otherwise on behalf of the Holders or the Trustee pursuant to this Article or

through any proceeding or any arrangement or restructuring in anticipation or

in lieu of any proceeding contemplated by this Article shall be applied,

subject to applicable law, in the following order, at the date or dates fixed

by the Trustee and, in case of the distribution of such money on account of

principal, premium, if any, or interest, upon presentation of the Securities

and the notation thereon of the payment if only partially paid and upon

surrender thereof if fully paid:




 




FIRST:  To the payment of all

amounts due the Trustee under Section 606;




 




SECOND:  Subject to Articles

Twelve and Fourteen, to the payment of the amounts then due and unpaid upon the

Securities for principal, premium, if any, and interest, in respect of which or

for the benefit of which such money has been collected, ratably, without

preference or priority of any kind, according to the amounts due and payable on

such Securities for principal, premium, if any, and interest; and




 




THIRD:  Subject to Articles

Twelve and Fourteen, the balance, if any, to the Person or Persons entitled

thereto, including the Company, provided that all sums due and owing to the

Holders and the Trustee have been paid in full as required by this Indenture.




 




Section 507.  Limitation on Suits.




 




No Holder of any Securities shall have any right to institute any

proceeding, judicial or otherwise, with respect to this Indenture, or for the

appointment of a receiver or trustee, or for any other remedy hereunder, unless




 




(a)           such Holder has

previously given written notice to the Trustee of a continuing Event of

Default;




 




(b)           the Holders of not

less than 25% in principal amount of the Outstanding Securities shall have made

written request to the Trustee to institute proceedings in respect of such

Event of Default in its own name as trustee hereunder;




 




(c)           such Holder or

Holders have offered to the Trustee an indemnity satisfactory to the Trustee

against the costs, expenses and liabilities to be incurred in compliance with

such request;




 




(d)           the Trustee for 60

days after its receipt of such notice, request and offer of indemnity has

failed to institute any such proceeding; and




 




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(e)           no direction

inconsistent with such written request has been given to the Trustee during

such 60-day period by the Holders of a majority in principal amount of the

Outstanding Securities;




 




it being

understood and intended that no one or more Holders shall have any right in any

manner whatever by virtue of, or by availing of, any provision of this

Indenture or any Guarantee to affect, disturb or prejudice the rights of any

other Holders, or to obtain or to seek to obtain priority or preference over

any other Holders or to enforce any right under this Indenture, except in the

manner provided in this Indenture or any Guarantee and for the equal and

ratable benefit of all the Holders.




 




Section 508.  Unconditional

Right of Holders to Receive Principal, Premium and Interest.




 




Notwithstanding any other provision in this Indenture, but subject to

Articles Twelve and Fourteen, the Holder of any Security shall have the right

on the terms stated herein, which is absolute and unconditional, to receive

payment of the principal of, premium, if any, and (subject to Section 309)

interest on such Security on the respective Stated Maturities expressed in such

Security (or, in the case of redemption or repurchase, on the Redemption Date

or repurchase date) and to institute suit for the enforcement of any such

payment, and such rights shall not be impaired without the consent of such

Holder, subject to Articles Twelve and Fourteen.




 




Section 509.  Restoration of Rights and Remedies.




 




If the Trustee or any Holder has instituted any proceeding to enforce

any right or remedy under this Indenture or the Guarantees and such proceeding

has been discontinued or abandoned for any reason, or has been determined

adversely to the Trustee or to such Holder, then and in every such case the

Company, each of the Guarantors, the Trustee and the Holders shall, subject to

any determination in such proceeding, be restored severally and respectively to

their former positions hereunder, and thereafter all rights and remedies of the

Trustee and the Holders shall continue as though no such proceeding had been

instituted.




 




Section 510.  Rights and Remedies Cumulative.




 




No right or remedy herein conferred upon or reserved to the Trustee or

to the Holders is intended to be exclusive of any other right or remedy, and

every right and remedy shall, to the extent permitted by law, be cumulative and

in addition to every other right and remedy given hereunder or now or hereafter

existing at law or in equity or otherwise. 

The assertion or employment of any right or remedy hereunder, or

otherwise, shall not prevent the concurrent assertion or employment of any

other appropriate right or remedy.




 




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Section 511.  Delay or Omission Not Waiver.




 




No delay or omission of the Trustee or of any Holder of any Security to

exercise any right or remedy accruing upon any Event of Default shall impair

any such right or remedy or constitute a waiver of any such Event of Default or

an acquiescence therein.  Every right

and remedy given by this Article or by law to the Trustee or to the Holders may

be exercised from time to time, and as often as may be deemed expedient, by the

Trustee or by the Holders, as the case may be.




 




Section 512.  Control by Holders.




 




The Holders of not less than a majority in aggregate principal amount

of the Outstanding Securities shall have the right to direct the time, method

and place of conducting any proceeding for any remedy available to the Trustee,

or exercising any trust or power conferred on the Trustee, provided that




 




(a)           such direction shall

not be in conflict with any rule of law or with this Indenture or any Guarantee

or expose the Trustee to personal liability; and




 




(b)           the Trustee may take

any other action deemed proper by the Trustee which is not inconsistent with

such direction.




 




Section 513.  Waiver of Past Defaults.




 




The Holders of not less than a majority in aggregate principal amount

of the Outstanding Securities may on behalf of the Holders of all the

Securities waive any past Default hereunder and its consequences, except a

Default




 




(a)           in the payment of

the principal of, premium, if any, or interest (including Penalty Interest) on

any Security; or




 




(b)           in respect of a

covenant or a provision hereof which under Article Nine cannot be modified or

amended without the consent of a higher percentage of the principal amount of

the Outstanding Securities affected.




 




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 impair any right consequent thereon.




 




Section 514.  Undertaking for Costs.




 




All parties to

this Indenture agree, and each Holder of any Security by his acceptance thereof

shall be deemed to have agreed, that any court may in its discretion 




 




89





























 




require, in any suit for the enforcement of any right or remedy under

this Indenture, or in any suit against the Trustee for any action taken,

suffered or omitted by it as Trustee, the filing by any party litigant in such

suit of an undertaking to pay the costs of such suit, and that such court may

in its discretion assess reasonable costs, including reasonable attorneys’

fees, against any party litigant in such suit, having due regard to the merits

and good faith of the claims or defenses made by such party litigant; but the

provisions of this Section shall not apply to any suit instituted by the

Trustee, to any suit instituted by any Holder, or group of Holders, holding in

the aggregate more than 10% in principal amount of the Outstanding Securities,

or to any suit instituted by any Holder for the enforcement of the payment of

the principal of, premium, if any, or interest on any Security on or after the

respective Stated Maturities expressed in such Security (or, in the case of

redemption, on or after the Redemption Date).




 




Section 515.  Waiver of Stay, Extension or Usury Laws.




 




Each of the Company and any Guarantor covenants (to the extent that it

may lawfully do so) that it will not at any time insist upon, or plead, or in

any manner whatsoever claim or take the benefit or advantage of, any stay or

extension law or any usury or other law wherever enacted, now or at any time

hereafter in force, which would prohibit or forgive the Company or any

Guarantor from paying all or any portion of the principal of, premium, if any,

or interest on the Securities contemplated herein or in the Securities or which

may affect the covenants or the performance of this Indenture; and each of the

Company and any Guarantor (to the extent that it may lawfully do so) 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.




 




ARTICLE SIX




 




THE TRUSTEE




 




Section 601.  Notice of Defaults.




 




Within 30 days after the occurrence of any Default, the Trustee shall

transmit by mail to all Holders, as their names and addresses appear in the

Security Register, notice of such Default hereunder known to the Trustee,

unless such Default shall have been cured or waived; provided, however,

that, except in the case of a Default in the payment of the principal of,

premium, if any, or interest on any Security, the Trustee shall be protected in

withholding such notice if and so long as a trust committee of Responsible

Officers of the Trustee in good faith determines that the withholding of such

notice is in the interest of the Holders.




 




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Section 602.  Certain Rights of Trustee.




 




Subject to the provisions of Trust Indenture Act Sections

315(a) through 315(d):




 




(a)           the Trustee may rely

and shall be protected in acting or refraining from acting upon any resolution,

certificate, statement, instrument, opinion, report, notice, request,

direction, consent, order, bond, debenture, note, other evidence of

Indebtedness or other paper or document believed by it to be genuine and to

have been signed or presented by the proper party or parties;




 




(b)           any request or

direction of the Company mentioned herein shall be sufficiently evidenced by a

Company Request or Company Order and any resolution of the Board of Directors

may be sufficiently evidenced by a Board Resolution;




 




(c)           the Trustee may

consult with counsel and any written advice of such counsel or any Opinion of

Counsel shall be full and complete authorization and protection in respect of

any action taken, suffered or omitted by it hereunder in good faith and in

reliance thereon in accordance with such advice or Opinion of Counsel;




 




(d)           the Trustee shall be

under no obligation to exercise any of the rights or powers vested in it by

this Indenture 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 therein or thereby in compliance with such

request or direction;




 




(e)           the Trustee shall

not be liable for any action taken or omitted by it in good faith and believed

by it to be authorized or within the discretion, rights or powers conferred

upon it by this Indenture other than any liabilities arising out of the

negligence of the Trustee;




 




(f)            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, request,

direction, consent, order, approval, appraisal, bond, debenture, note, coupon,

security or other paper or document; provided, that the Trustee in its

discretion may make such further inquiry or investigation into such facts or

matters as it may deem fit, and, if the Trustee shall determine to make such

further inquiry or investigation, it shall be entitled to examine the books,

records and premises of the Company, personally or by agent or attorney;




 




(g)           the Trustee may

execute any of the trusts or powers hereunder or perform any duties hereunder

either directly or by or through agents or attorneys and the 




 




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Trustee shall not be responsible for any misconduct or negligence on

the part of any agent or attorney appointed with due care by it hereunder;




 




 (h)          no provision of this Indenture shall require the Trustee to

expend or risk its own funds or otherwise incur any financial liability in the

performance of any of its duties hereunder, or in the exercise of any of its

rights or powers;




 




(i)            the Trustee shall

not be liable for interest on any money received by it except as the Trustee

may agree in writing with the Company, except as otherwise provided herein;




 




(j)            money held in trust

by the Trustee need not be segregated from other funds except to the extent

required by law, except as otherwise provided herein;




 




(k)           if a Default or 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 use the same

degree of care and skill in its exercise thereof as a prudent person would

exercise or use under the circumstances in the conduct of his own affairs.




 




Section 603.  Trustee

Not Responsible for Recitals, Dispositions of Securities or Application of

Proceeds Thereof.




 




The recitals contained herein and in the Securities, except the

Trustee’s certificates of authentication, shall be taken as the statements of

the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to

the validity or sufficiency of this Indenture or of the Securities, except that

the Trustee represents that it is duly authorized to execute and deliver this

Indenture, authenticate the Securities and perform its obligations hereunder

and that the statements made by it in any Statement of Eligibility and

Qualification on Form T-1 supplied to the Company are true and accurate subject

to the qualifications set forth therein. 

The Trustee shall not be accountable for the use or application by the

Company of Securities or the proceeds thereof.




 




Section 604.  Trustee and Agents May Hold Securities;

Collections; etc.




 




The Trustee, any Paying Agent, Security Registrar or any other agent of

the Company, in its individual or any other capacity, may become the owner or

pledgee of Securities, with the same rights it would have if it were not the

Trustee, Paying Agent, Security Registrar or such other agent and, subject to

Trust Indenture Act Sections 310 and 311, may otherwise deal with the Company

and receive, collect, hold and retain collections from the Company with the

same rights it would have if it were not the Trustee, Paying Agent, Security

Registrar or such other agent.




 




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Section 605.  Money Held in Trust.




 




All moneys received by the Trustee shall, until used or applied as

herein provided, be held in trust for the purposes for which they were

received, but need not be segregated from other funds except to the extent

required by mandatory provisions of law. 

Except for funds or securities deposited with the Trustee pursuant to

Article Four, the Trustee may invest all moneys received by the Trustee, until

used or applied as herein provided, in Temporary Cash Investments in accordance

with the written directions of the Company. 

The Trustee shall not be liable for any losses incurred in connection

with any investments made in accordance with this Section 605, unless the Trustee

acted with gross negligence or in bad faith. 

With respect to any losses on investments made under this Section 605,

the Company is liable for the full extent of any such loss.




 




Section 606.  Compensation

and Indemnification of Trustee and Its Prior Claim.




 




The Company covenants and agrees to pay to the Trustee from time to

time, and the Trustee shall be entitled to, such compensation for all services

rendered by it hereunder (which shall not be limited by any provision of law in

regard to the compensation of a trustee of an express trust) set forth in a

letter agreement executed by the Company and the Trustee, as such agreement may

be amended or supplemented, and the Company covenants and agrees to pay or

reimburse the Trustee and each predecessor Trustee upon its request for all

reasonable expenses, disbursements and advances incurred or made by or on

behalf of it in accordance with any of the provisions of this Indenture

(including the reasonable compensation and the expenses and disbursements of

its counsel and of all agents and other persons not regularly in its employ)

except any such expense, disbursement or advance as may arise from its

negligence or bad faith.  The Company

also covenants to indemnify the Trustee and each predecessor Trustee for, and

to hold it harmless against, any loss, liability, tax, assessment or other

governmental charge (other than taxes applicable to the Trustee’s compensation

hereunder) or expense incurred without negligence or bad faith on such

Trustee’s part, arising out of or in connection with the acceptance or

administration of this Indenture or the trusts hereunder and such Trustee’s

duties hereunder, including enforcement of this Indenture and also including

any liability which the Trustee may incur as a result of failure to withhold,

pay or report any tax, assessment or other governmental charge, and the costs

and expenses of defending itself against or investigating any claim of

liability (whether asserted by any Holder, the Company or any other Person) in

connection with the exercise or performance of any of its powers or duties

under this Indenture.  The obligations

of the Company under this Section to compensate and indemnify the Trustee and

each predecessor Trustee and to pay or reimburse the Trustee and each predecessor

Trustee for expenses, disbursements and advances shall constitute an additional

obligation hereunder and shall survive the satisfaction and discharge of this

Indenture.




 




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All payments and reimbursements pursuant to this Section 606 shall be

made with interest at the rate borne by the Securities.




 




As security for the performance of the obligations of the Company under

this Section 606, the Trustee shall have a Lien prior to the Securities upon

all property and funds held or collected by the Trustee, except funds held in

trust for the payment of principal of (and premium, if any) or interest on

particular Securities.  The Trustee’s

right to receive payment of any amounts due under this Section 606 shall not be

subordinate to any other liability or indebtedness of the Company (even though

the Securities may be so subordinate), and the Securities shall be subordinate

to the Trustee’s right to receive such payment.




 




Section 607.  Conflicting Interests.




 




The Trustee shall comply with the provisions of Section 310(b) of the

Trust Indenture Act.




 




Section 608.  Corporate Trustee Required; Eligibility.




 




There shall at all times be a Trustee hereunder which shall be eligible

to act as trustee under Trust Indenture Act Section 310(a)(1) and which shall have

a combined capital and surplus of at least $250,000,000, to the extent there is

an institution eligible and willing to serve. 

The Trustee shall be a participant in the Depository Trust Company and

FAST distribution systems.  If such

corporation publishes reports of condition at least annually, pursuant to law

or to the requirements of federal, state, territorial or District of Columbia

supervising or examining authority, then for the purposes of this Section, the

combined capital and surplus of such corporation shall be deemed to be its

combined capital and surplus as set forth in its most recent report of

condition so published.  If at any time

the Trustee shall cease to be eligible in accordance with the provisions of

this Section, the Trustee shall resign immediately in the manner and with the

effect hereinafter specified in this Article. 

The Corporate Trust Office shall initially be located at First Union

National Bank, 901 East Cary Street, Richmond, Virginia 23219.




 




Section 609.  Resignation and Removal; Appointment of

Successor Trustee.




 




(a)           No resignation or

removal of the Trustee and no appointment of a successor trustee pursuant to

this Article shall become effective until the acceptance of appointment by the

successor trustee under Section 610.




 




(b)           The Trustee, or any

trustee or trustees hereafter appointed, may at any time resign by giving

written notice thereof to the Company. 

Upon receiving such notice of resignation, the Company shall promptly

appoint a successor trustee by written instrument executed by authority of the

Board of Directors of the Company, a copy of 




 




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which shall be delivered to the resigning Trustee and a copy to the

successor trustee.  If an instrument of

acceptance by a successor trustee shall not have been delivered to the Trustee

within 30 days after the giving of such notice of resignation, the resigning

Trustee may, or any Holder who has been a bona fide Holder of a Security for at

least six months may, on behalf of himself and all others similarly situated,

petition any court of competent jurisdiction for the appointment of a successor

trustee.  Such court may thereupon,

after such notice, if any, as it may deem proper, appoint a successor trustee.




 




(c)           The Trustee may be

removed at any time by an Act of the Holders of not less than a majority in

aggregate principal amount of the Outstanding Securities, delivered to the

Trustee and to the Company.




 




(d)           If at any time:




 




(1)           the Trustee shall fail to comply with

the provisions of Trust Indenture Act Section 310(b) after written request

therefor by the Company or by any Holder who has been a bona fide Holder of a

Security for at least six months, or




 




(2)           the Trustee shall cease to be

eligible under Section 608 and shall fail to resign after written request

therefor by the Company or by any Holder who has been a bona fide Holder of a

Security for at least six months, or




 




(3)           the Trustee shall become incapable of

acting or shall be adjudged a bankrupt or insolvent, or a receiver of the

Trustee or of its property shall be appointed or any public officer shall take

charge or control of the Trustee or of its property or affairs for the purpose

of rehabilitation, conservation or liquidation,




 




then, in any case,

(i) the Company by a Board Resolution may remove the Trustee, or

(ii) subject to Section 514, the Holder of any Security who has been a

bona fide Holder of a Security for at least six months may, on behalf of

himself and all others similarly situated, petition any court of competent

jurisdiction for the removal of the Trustee and the appointment of a successor

trustee.  Such court may thereupon,

after such notice, if any, as it may deem proper and prescribe, remove the

Trustee and appoint a successor trustee.




 




(e)           If the Trustee shall

be removed or become incapable of acting, or if a vacancy shall occur in the

office of Trustee for any cause, the Company, by a Board Resolution, shall

promptly appoint a successor trustee. 

If, within one year after such removal or incapability, or the

occurrence of such vacancy, a successor trustee shall be appointed by Act of

the Holders of a majority in principal amount of the Outstanding




 




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 Securities delivered to the

Company and the retiring Trustee, the successor trustee so appointed shall,

forthwith upon its acceptance of such appointment, become the successor trustee

and supersede the successor trustee appointed by the Company.  If no successor trustee shall have been so

appointed by the Company or the Holders of the Securities and accepted

appointment in the manner hereinafter provided, the Holder of any Security who

has been a bona fide Holder for at least six months may, subject to Section

514, on behalf of himself and all others similarly situated, petition any court

of competent jurisdiction for the appointment of a successor Trustee.




 




(f)            The Company shall

give notice of each resignation and each removal of the Trustee and each

appointment of a successor trustee by mailing written notice of such event by

first-class mail, postage prepaid, to the Holders of Securities as their names

and addresses appear in the Security Register. 

Each notice shall include the name of the successor trustee and the

address of its Corporate Trust Office or agent hereunder.




 




Section 610.  Acceptance of Appointment by Successor.




 




Every successor Trustee appointed hereunder shall execute, acknowledge

and deliver to the Company and to the retiring Trustee an instrument accepting

such appointment, and thereupon the resignation or removal of the retiring

Trustee shall become effective and such successor trustee, without any further

act, deed or conveyance, shall become vested with all the rights, powers,

trusts and duties of the retiring Trustee as if originally named as Trustee

hereunder; but, nevertheless, on the written request of the Company or the

successor trustee, upon payment of its charges then unpaid, such retiring

Trustee shall, pay over to the successor trustee all moneys at the time held by

it hereunder and shall execute and deliver an instrument transferring to such

successor trustee all such rights, powers, duties and obligations.  Upon request of any such successor trustee,

the Company shall execute any and all instruments for more fully and certainly

vesting in and confirming to such successor trustee all such rights and

powers.  Any Trustee ceasing to act

shall, nevertheless, retain a prior claim upon all property or funds held or

collected by such Trustee or such successor trustee to secure any amounts then

due such Trustee pursuant to the provisions of Section 606.




 




No successor Trustee with respect to the Securities shall accept

appointment as provided in this Section 610 unless at the time of such

acceptance such successor trustee shall be eligible to act as trustee under the

provisions of Trust Indenture Act Section 310(a) and this Article Sixth

and shall have a combined capital and surplus of at least $250,000,000 and have

a Corporate Trust Office or an agent selected in accordance with Section 608.




 




Upon acceptance of appointment by any successor Trustee as provided in

this Section 610, the Company shall give notice thereof to the Holders of the

Securities, by mailing such notice to such Holders at their addresses as they

shall appear on the Security




 




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 Register.  If the acceptance of appointment is

substantially contemporaneous with the resignation, then the notice called for

by the preceding sentence may be combined with the notice called for by

Section 609.  If the Company fails

to give such notice within 10 days after acceptance of appointment by the

successor trustee, the successor trustee shall cause such notice to be given at

the expense of the Company.




 




Section 611.  Merger, Conversion, Consolidation or

Succession to Business.




 




Any corporation into which the Trustee may be merged or converted or

with which it may be consolidated, or any corporation resulting from any

merger, conversion or consolidation to which the Trustee shall be a party, or

any corporation succeeding to all or substantially all of the corporate trust

business of the Trustee, shall be the successor of the Trustee hereunder,

provided such corporation shall be eligible under Trust Indenture Act Section

310(a) and this Article Sixth and shall have a combined capital and surplus of

at least $250,000,000 and have a Corporate Trust Office or an agent selected in

accordance with Section 608 without the execution or filing of any paper or any

further act on the part of any of the parties hereto.




 




In case at the time such successor to the Trustee shall succeed to the

trusts created by this Indenture any of the Securities shall have been

authenticated but not delivered, any such successor to the Trustee may adopt

the certificate of authentication of any predecessor Trustee and deliver such

Securities so authenticated; and, in case at that time any of the Securities

shall not have been authenticated, any successor to the Trustee may

authenticate such Securities either in the name of any predecessor hereunder or

in the name of the successor trustee; and in all such cases such certificate

shall have the full force which it is anywhere in the Securities or in this

Indenture provided that the certificate of the Trustee shall have; provided

that the right to adopt the certificate of authentication of any predecessor

Trustee or to authenticate Securities in the name of any predecessor Trustee

shall apply only to its successor or successors by merger, conversion or

consolidation.




 




Section 612.  Preferential Collection of Claims Against

Company.




 




If and when the Trustee shall be or become a creditor of the Company

(or other obligor under the Securities), the Trustee shall be subject to the

provisions of the Trust Indenture Act regarding the collection of claims

against the Company (or any such other obligor).  A Trustee who has resigned or been removed shall be subject to

the Trust Indenture Act Section 311(a) to the extent indicated therein.




 




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ARTICLE SEVEN




 




HOLDERS’ LISTS AND

REPORTS BY TRUSTEE AND COMPANY




 




Section 701.  Company to Furnish Trustee Names and

Addresses of Holders.




 




The Company will furnish or cause to be furnished to the Trustee




 




(a)           semiannually, not

more than 15 days after each Regular Record Date, a list, in such form as the

Trustee may reasonably require, of the names and addresses of the Holders as of

such Regular Record Date; and




 




(b)           at such other times

as the Trustee may request in writing, within 30 days after receipt by the

Company of any such request, a list of similar form and content as of a date

not more than 15 days prior to the time such list is furnished;




 




provided, however, that if and so long as

the Trustee shall be the Security Registrar, no such list need be furnished.




 




Section 702.  Disclosure of Names and Addresses of

Holders.




 




Holders may communicate pursuant to Trust Indenture Act Section 312(b)

with other Holders with respect to their rights under this Indenture or the

Securities, and the Trustee shall comply with Trust Indenture Act Section

312(b).  The Company, the Trustee, the

Security Registrar and any other Person shall have the protection of Trust

Indenture Act 312(c).  Every Holder of

Securities, by receiving and holding the same, agrees with the Company and the

Trustee that neither the Company nor the Trustee nor any agent of either of

them shall be held accountable by reason of the disclosure of any information

as to the names and addresses of the Holders in accordance with Trust Indenture

Act Section 312, regardless of the source from which such information was

derived, and that the Trustee shall not be held accountable by reason of

mailing any material pursuant to a request made under Trust Indenture Act

Section 312.




 




Section 703.  Reports by Trustee.




 




Within 60 days after May 15 of each year commencing with the first

May 15 after the first issuance of Securities, the Trustee shall transmit

by mail to all Holders, as their names and addresses appear in the Security

Register, as provided in Trust Indenture Act Section 313(c), a brief report

dated as of such May 15 in accordance with and to the extent required by

Trust Indenture Act Section 313(a).




 




Section 704.  Reports by Company and Guarantors.




 




The Company and any Guarantor shall:




 




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(a)           file with the

Trustee, within 15 days after the Company or any Guarantor, as the case may be,

is required to file the same with the Commission, copies of the annual reports

and of the information, documents and other reports (or copies of such portions

of any of the foregoing as the Commission may from time to time by rules and

regulations prescribe) which the Company or any Guarantor may be required to

file with the Commission pursuant to Section 13 or Section 15(d) of the

Exchange Act; or, if the Company or any Guarantor, as the case may be, is not

required to file information, documents or reports pursuant to either of said

Sections, then it shall file with the Trustee and the Commission, in accordance

with rules and regulations prescribed from time to time by the Commission, such

of the supplementary and periodic information, documents and reports which may

be required pursuant to Section 13 of the Exchange Act in respect of a security

listed and registered on a national securities exchange as may be prescribed

from time to time in such rules and regulations;




 




(b)           file with the

Trustee and the Commission, in accordance with the rules and regulations

prescribed from time to time by the Commission, such additional information,

documents and reports with respect to compliance by the Company or any

Guarantor, as the case may be, with the conditions and covenants of this

Indenture as may be required from time to time by such rules and regulations;

and




 




(c)           transmit or cause to

be transmitted by mail to all Holders, as their names and addresses appear in

the Security Register, within 30 days after the filing thereof with the

Trustee, in the manner and to the extent provided in Trust Indenture Act

Section 313(c), such summaries of any information, documents and reports

required to by filed by the Company or any Guarantor, as the case may be,

pursuant to Subsections (a) and (b) of this Section as may be required by rules

and regulations prescribed from time to time by the Commission.




 




ARTICLE EIGHT




 




CONSOLIDATION, MERGER,




CONVEYANCE, TRANSFER OR

LEASE




 




Section 801.  Company

or Any Guarantor May Consolidate, etc., Only on Certain Terms.




 




(a)           The Company shall

not, in a single transaction or through a series of related transactions,

consolidate with or merge with or into any other Person or sell, assign,

convey, transfer, lease or otherwise dispose of all or substantially all of its

properties and assets as an entirety to any Person or group of affiliated

Persons, or permit any of its Subsidiaries to enter into any such transaction

or transactions if such transaction 




 




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or transactions, in the aggregate, would result in a sale, assignment,

conveyance, transfer, lease or disposal of all or substantially all of the

properties and assets of the Company and its Subsidiaries on a Consolidated

basis to any other Person or group of affiliated Persons, unless at the time

and after giving effect thereto:




 




(i)            either (1) the Company shall be

the continuing corporation, or (2) the Person (if other than the Company)

formed by such consolidation or into which the Company is merged or the Person

which acquires by sale, assignment, conveyance, transfer, lease or disposition

of all or substantially all of the properties and assets of the Company and its

Subsidiaries on a Consolidated basis (the “Surviving Entity”) shall be a

corporation duly organized and validly existing under the laws of the United

States of America, any state thereof or the District of Columbia and such

Person assumes, by a supplemental indenture in a form reasonably satisfactory

to the Trustee, all the obligations of the Company under the Securities and

this Indenture and the Registration Rights Agreement, and this Indenture and the

Registration Rights Agreement shall remain in full force and effect;




 




(ii)           immediately before and immediately

after giving effect to such transaction, no Default or Event of Default shall

have occurred and be continuing;




 




(iii)          immediately after giving effect to

such transaction on a pro forma basis, the Consolidated Net Worth of the

Company (or the Surviving Entity if the Company is not the continuing obligor

under this Indenture) is equal to or greater than the Consolidated Net Worth of

the Company immediately prior to such transaction;




 




(iv)          immediately before and immediately

after giving effect to such transaction on a pro forma basis (on the assumption

that the transaction occurred on the first day of the four-quarter period

immediately prior to the consummation of such transaction with the appropriate

adjustments with respect to the transaction being included in such pro forma

calculation), the Company (or the Surviving Entity if the Company is not the

continuing obligor under this Indenture) could incur $1.00 of additional

Indebtedness under Section 1008 (other than Permitted Indebtedness);




 




(v)           each Guarantor, if any, unless it is

the other party to the transactions described above, shall have by supplemental

indenture confirmed that its Guarantee shall apply to such Person’s obligations

under this Indenture and the Securities;




 




 




100





























 




(vi)          if any of the property or assets of

the Company or any of its Subsidiaries would thereupon become subject to any Lien,

the provisions of Section 1012 are complied with; and




 




(vii)         the Company or the Surviving Entity

shall have delivered, or caused to be delivered, to the Trustee, in form and

substance reasonably satisfactory to the Trustee, an Officers’ Certificate and

an Opinion of Counsel, each to the effect that such consolidation, merger,

transfer, sale, assignment, conveyance, lease or other transaction and the

supplemental indenture in respect thereto comply with this Indenture and that

all conditions precedent herein provided for relating to such transaction have

been complied with.




 




(b)           Each Guarantor shall

not, and the Company shall not permit a Guarantor to, in a single transaction

or through a series of related transactions merge or consolidate with or into any

other corporation (other than the Company or any other Guarantor) or other

entity, or sell, assign, convey, transfer, lease or otherwise dispose of all or

substantially all of its properties and assets on a Consolidated basis to any

entity (other than the Company or any other Guarantor) unless at the time and

after giving effect thereto:




 




(i)            either (1) such Guarantor shall

be the continuing corporation or (2) the entity (if other than such

Guarantor) formed by such consolidation or into which such Guarantor is merged

or the entity which acquires by sale, assignment, conveyance, transfer, lease

or disposition the properties and assets of such Guarantor shall be a

corporation duly organized and validly existing under the laws of the United

States, any state thereof or the District of Columbia and shall expressly

assume by an indenture supplemental hereto, executed and delivered to the

Trustee, in a form reasonably satisfactory to the Trustee, all the obligations

of such Guarantor under its Guarantees and this Indenture and the Registration

Rights Agreement;




 




(ii)           immediately before and immediately

after giving effect to such transaction, no Default or Event of Default shall

have occurred and be continuing; and




 




(iii)          such Guarantor shall have 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

consolidation, merger, sale, assignment, conveyance, transfer, lease or

disposition and such supplemental indenture comply with this Indenture, and

thereafter all obligations of the predecessor shall terminate.




 




101





























 




The provisions of

this Section 801(b) shall not apply to any transaction (including any Asset Sale

made in accordance with Section 1013) with respect to any Guarantor if the

Guarantee of such Guarantor is released in connection with such transaction in

accordance with Section 1014(c).




 




Section 802.  Successor Substituted.




 




Upon any consolidation or merger, or any sale, assignment, conveyance,

transfer, lease or disposition of all or substantially all of the properties

and assets of the Company or any Guarantor in accordance with Section 801, the

successor Person formed by such consolidation or into which the Company or such

Guarantor, as the case may be, is merged or the successor Person to which such

sale, assignment, conveyance, transfer, lease or disposition is made shall

succeed to, and be substituted for, and may exercise every right and power of, the

Company or such Guarantor, as the case may be, under this Indenture, the

Securities and/or such Guarantee, as the case may be, with the same effect as

if such successor had been named as the Company or such Guarantor, as the case

may be, herein, in the Securities and/or in such Guarantee, as the case may

be.  When a successor assumes all the

obligations of its predecessor under this Indenture, the Securities or a

Guarantee, as the case may be, the predecessor shall be released from those

obligations; provided that in the case of a transfer by lease, the

predecessor shall not be released from the payment of principal and interest on

the Securities or a Guarantee, as the case may be, and the Registration Rights

Agreement.




 




ARTICLE NINE




 




SUPPLEMENTAL INDENTURES




 




Section 901.  Supplemental

Indentures and Agreements without Consent of Holders.




 




Without the consent of any Holders, the Company and the Guarantors,

when authorized by a Board Resolution, and the Trustee, at any time and from

time to time, may enter into one or more indentures supplemental hereto, or

agreements or other instruments with respect to any Guarantee, in form and

substance satisfactory to the Trustee, for any of the following purposes:




 




(a)           to evidence the

succession of another Person to the Company, any Guarantor or any other obligor

upon the Securities, and the assumption by any such successor of the covenants

of the Company or such Guarantor or obligor herein and in the Securities and in

any Guarantee, in each case in compliance with the provisions of this

Indenture;




 




102





























 




(b)           to add to the

covenants of the Company, any Guarantor or any other obligor upon the

Securities for the benefit of the Holders, or to surrender any right or power

herein conferred upon the Company, any Guarantor or any other obligor upon the

Securities, as applicable, herein, in the Securities or in any Guarantee;




 




(c)           to cure any

ambiguity, to correct or supplement any provision herein which may be defective

or inconsistent with any other provision herein or in any Guarantee, or to make

any other provisions with respect to matters or questions arising under this

Indenture, the Securities or any Guarantee; provided that, in each case,

such provisions shall not adversely affect the interests of the Holders;




 




(d)           to comply with the

requirements of the Commission in order to effect or maintain the qualification

of this Indenture under the Trust Indenture Act, as contemplated by

Section 905 or otherwise;




 




(e)           to add a Guarantor

pursuant to the requirements of Section 1014;




 




(f)            to evidence and

provide the acceptance of the appointment of a successor trustee hereunder;




 




(g)           to mortgage, pledge,

hypothecate or grant a security interest in favor of the Trustee for the benefit

of the Holders as additional security for the payment and performance of the

Indenture Obligations, in any property or assets, including any which are

required to be mortgaged, pledged or hypothecated, or in which a security

interest is required to be granted to the Trustee pursuant to this Indenture or

otherwise; or




 




(h)           to provide for

uncertificated Securities in place of or in addition to certificated

Securities.




 




Section 902.  Supplemental

Indentures and Agreements with Consent of Holders.




 




With the consent of the Holders of not less than a majority in

aggregate principal amount of the Outstanding Securities, by Act of said

Holders delivered to the Company, each Guarantor, and the Trustee, the Company,

and each Guarantor (if a party thereto) when authorized by a Board Resolution,

and the Trustee may enter into an indenture or indentures supplemental hereto

or agreements or other instruments with respect to any Guarantee in form and

substance satisfactory to the Trustee for the purpose of adding any provisions

to or changing in any manner or eliminating any of the provisions of this

Indenture or of modifying in any manner the rights of the Holders under this

Indenture, the Securities or any Guarantee; provided, however,

that no such supplemental indenture, agreement or instrument shall, without the

consent of the Holder of each Outstanding Security affected thereby:




 




103





























 




(a)           change the Stated

Maturity of the principal of, or any installment of interest on, any Security,

or reduce the principal amount thereof or the rate of interest thereon or any

premium payable upon the redemption thereof, or change the coin or currency in

which the principal of any Security or any premium or the interest thereon is

payable, or impair the right to institute suit for the enforcement of any such

payment after the Stated Maturity thereof (or, in the case of redemption, on or

after the Redemption Date) (other than the provisions of Section 1013);




 




(b)           amend, change or

modify the obligation of the Company to make and consummate an Offer with

respect to any Asset Sale or Asset Sales in accordance with Section 1013 or the

obligation of the Company to make and consummate a Change of Control Offer in

the event of a Change of Control in accordance with Section 1016, including

amending, changing or modifying any definitions with respect thereto;




 




(c)           reduce the

percentage in principal amount of the Outstanding Securities, the consent of

whose Holders is required for any such supplemental indenture, or the consent

of whose Holders is required for any waiver or compliance with certain

provisions of this Indenture or certain defaults hereunder and their

consequences provided for in this Indenture or with respect to any Guarantee;




 




(d)           modify any of the

provisions of this Section or Sections 513 or 1022, except to increase the

percentage in principal amount of the Outstanding Securities, the consent of

whose Holders is required for any such actions or to provide that certain other

provisions of this Indenture cannot be modified or waived without the consent

of the Holder of each Security affected thereby;




 




(e)           except as otherwise

permitted under Article Eight, consent to the assignment or transfer by the

Company or any Guarantor of any of its rights and obligations under this

Indenture; or




 




(f)            amend or modify any

of the provisions of this Indenture relating to the subordination of the

Securities or any Guarantee in any manner adverse to the Holders of the

Securities or any Guarantee;




 




provided, further that no such modification or amendment may without

the consent of the holders of 66 2/3% of the outstanding Notes affected

thereby, amend, change or modify the obligation of the Company to make and

consummate an Offer with respect to any Asset Sale of Asset Sales in accordance

with Section 1013, including amending, changing or modifying any definitions

with respect thereto.




 




Upon the written request of the Company and each Guarantor, accompanied

by a copy of a Board Resolution authorizing the execution of any such

supplemental indenture or Guarantee, and upon the filing with the Trustee of

evidence of the consent of 




 




104





























 




Holders as aforesaid, the Trustee shall, subject to Section 903, join

with the Company and each Guarantor in the execution of such supplemental

indenture or Guarantee.




 




It shall not be necessary for any Act of Holders under this Section to

approve the particular form of any proposed supplemental indenture or Guarantee

or agreement or instrument relating to any Guarantee, but it shall be

sufficient if such Act shall approve the substance thereof.




 




Section 903.  Execution of Supplemental Indentures and

Agreements.




 




In executing, or accepting the additional trusts created by, any

supplemental indenture, agreement or instrument permitted by this Article or

the modifications thereby of the trusts created by this Indenture, the Trustee

shall be entitled to receive, and (subject to Trust Indenture Act Section

315(a) through 315(d) and Section 602 hereof) shall be fully protected in

relying upon, an Opinion of Counsel and an Officers’ Certificate stating that

the execution of such supplemental indenture, agreement or instrument is

authorized or permitted by this Indenture. 

The Trustee may, but shall not be obligated to, enter into any such

supplemental indenture, agreement or instrument which affects the Trustee’s own

rights, duties or immunities under this Indenture, any Guarantee or otherwise.




 




Section 904.  Effect of Supplemental Indentures.




 




Upon the execution of any supplemental indenture under this Article,

this Indenture shall be modified in accordance therewith, and such supplemental

indenture shall form a part of this Indenture for all purposes; and every

Holder of Securities theretofore or thereafter authenticated and delivered

hereunder shall be bound thereby.




 




Section 905.  Conformity with Trust Indenture Act.




 




Every supplemental indenture executed pursuant to this Article shall

conform to the requirements of the Trust Indenture Act as then in effect.




 




Section 906.  Reference in Securities to Supplemental

Indentures.




 




Securities authenticated and delivered after the execution of any

supplemental indenture pursuant to this Article may, and shall if required by

the Trustee, bear a notation in form approved by the Trustee as to any matter

provided for in such supplemental indenture. 

If the Company shall so determine, new Securities so modified as to

conform, in the opinion of the Trustee and the Board of Directors, to any such

supplemental indenture may be prepared and executed by the Company and each

Guarantor and authenticated and delivered by the Trustee in exchange for

Outstanding Securities.




 




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Section 907.  Effect on Senior Indebtedness.




 




No supplemental indenture shall adversely affect the

rights under Articles Twelve and Fourteen, or any definitions or provisions

related thereto, or the Guarantees of any holder of Senior Indebtedness or

Guarantor Senior Indebtedness unless the requisite holders of each issue of

Senior Indebtedness or Guarantor Senior Indebtedness affected thereby shall

have consented to such supplemental indenture.




 




ARTICLE TEN




 




COVENANTS




 




Section 1001.  Payment of Principal, Premium and

Interest.




 




Subject to the provisions of Articles Twelve and Fourteen, the Company

will duly and punctually pay the principal of, premium, if any, and interest on

the Securities in accordance with the terms of the Securities and this

Indenture.




 




Section 1002.  Maintenance of Office or Agency.




 




The Company will maintain an office or agency where Securities may be

presented or surrendered for payment. 

The Company also will maintain an office or agency where Securities may

be surrendered for registration of transfer, redemption or exchange and where

notices and demands to or upon the Company in respect of the Securities and

this Indenture may be served.  The

Company will give prompt written notice to the Trustee of the location and any

change in the location of any such offices or agencies.  If at any time the Company shall fail to

maintain any such required offices or agencies or shall fail to furnish the

Trustee with the address thereof, such presentations, surrenders, notices and

demands may be made or served at the office of the agent of the Trustee

described above and the Company hereby appoints such agent as its agent to

receive all such presentations, surrenders, notices and demands.




 




The Company may from time to time designate one or more other offices

or agencies where the Securities may be presented or surrendered for any or all

such purposes, and may from time to time rescind such designation.  The Company will give prompt written notice

to the Trustee of any such designation or rescission and any change in the

location of any such office or agency.




 




Section 1003.  Money for Security Payments to Be Held

in Trust.




 




If the Company shall at any time act as its own Paying Agent, it will,

on or before each due date of the principal of, premium, if any, or interest on

any of the 




 




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Securities, segregate and hold in trust for the benefit of the Holders

entitled thereto a sum sufficient to pay the principal, premium, if any, or

interest so becoming due until such sums shall be paid to such Persons or

otherwise disposed of as herein provided, and will promptly notify the Trustee

of its action or failure so to act.




 




If the Company is not acting as Paying Agent, the Company will, before

each due date of the principal of, premium, if any, or interest on any

Securities, deposit with a Paying Agent a sum in same day funds sufficient to

pay the principal, premium, if any, or interest so becoming due, such sum to be

held in trust for the benefit of the Persons entitled to such principal,

premium or interest, and (unless such Paying Agent is the Trustee) the Company

will promptly notify the Trustee of such action or any failure so to act.




 




If the Company is not acting as Paying Agent, the Company will cause

each Paying Agent other than the Trustee to execute and deliver to the Trustee

an instrument in which such Paying Agent shall agree with the Trustee, subject

to the provisions of this Section, that such Paying Agent will:




 




(a)           hold all sums held

by it for the payment of the principal of, premium, if any, or interest on

Securities in trust for the benefit of the Persons entitled thereto until such

sums shall be paid to such Persons or otherwise disposed of as herein provided;




 




(b)           give the Trustee

notice of any Default by the Company or any Guarantor (or any other obligor

upon the Securities) in the making of any payment of principal, premium, if

any, or interest;




 




(c)           at any time during

the continuance of any such Default, upon the written request of the Trustee,

forthwith pay to the Trustee all sums so held in trust by such Paying Agent;

and




 




(d)           acknowledge, accept

and agree to comply in all aspects with the provisions of this Indenture

relating to the duties, rights and disabilities of such Paying Agent.




 




The Company may at any time, for the purpose of obtaining the

satisfaction and discharge of this Indenture or for any other purpose, pay, or

by Company Order direct any Paying Agent to pay, to the Trustee all sums held

in trust by the Company or such Paying Agent, such sums to be held by the Trustee

upon the same trusts as those upon which such sums were held by the Company or

such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,

such Paying Agent shall be released from all further liability with respect to

such money.




 




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In case of the pendency of any receivership, insolvency, liquidation,

bankruptcy, reorganization, arrangement, adjustment, composition or other

judicial proceeding relative to the Company or any other obligor, including

each Guarantor, upon the Securities or the property of the Company or of such

other obligor or their creditors, the Trustee shall serve as the Paying Agent.




 




Any money deposited with the Trustee or any Paying Agent, or then held

by the Company, in trust for the payment of the principal of, premium, if any,

or interest on any Security and remaining unclaimed for two years after such

principal and premium, if any, or interest has become due and payable shall

promptly be paid to the Company on Company Request, or (if then held by the

Company) shall be discharged from such trust; and the Holder of such Security

shall thereafter, as an unsecured general creditor, look only to the Company

for payment thereof, and all liability of the Trustee or such Paying Agent with

respect to such trust money, and all liability of the Company as trustee

thereof, shall thereupon cease; provided, however, that the

Trustee or such Paying Agent, before being required to make any such repayment,

may at the expense of the Company cause to be published once, in The New

York Times and The Wall Street Journal (national edition), notice

that such money remains unclaimed and that, after a date specified therein,

which shall not be less than 30 days from the date of such notification or

publication, any unclaimed balance of such money then remaining will promptly

be repaid to the Company.




 




Section

1004.  Corporate Existence.




 




Subject to Article Eight, the Company will do or cause to be done all

things necessary to preserve and keep in full force and effect the corporate

existence and related rights and franchises (charter and statutory) of the

Company and each Subsidiary; provided, however, that the Company

shall not be required to preserve any such right or franchise or the corporate

existence of any such Subsidiary if the Board of Directors of the Company shall

determine that the preservation thereof is no longer desirable in the conduct

of the business of the Company and its Subsidiaries as a whole and that the

loss thereof would not reasonably be expected to have a material adverse effect

on the ability of the Company to perform its obligations hereunder; and provided,

further, however, that the foregoing shall not prohibit a sale,

transfer or conveyance of a Subsidiary or any of its assets in compliance with

the terms of this Indenture.




 




Section

1005.  Payment of Taxes and Other Claims.




 




The Company will

pay or discharge or cause to be paid or discharged, on or before the date the

same shall become due and payable, (a) all taxes, assessments and

governmental charges levied or imposed upon the Company or any Subsidiary shown

to be due on any return of the Company or any Subsidiary or otherwise assessed

or upon the income, profits or property of the Company or any Subsidiary if failure

to pay or 




 




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discharge the same could reasonably be expected to have a material

adverse effect on the ability of the Company or any Guarantor to perform its

obligations hereunder and (b) all lawful claims for labor, materials and

supplies, which, if unpaid, would by law become a Lien upon the property of the

Company or any Subsidiary, except for any Lien permitted to be incurred under

Section 1012 if failure to pay or discharge the same could reasonably be

expected to have a material adverse effect on the ability of the Company or any

Guarantor to perform its obligations hereunder; provided, however,

that the Company shall not be required to pay or discharge or cause to be paid

or discharged any such tax, assessment, charge or claim whose amount,

applicability or validity is being contested in good faith by appropriate

proceedings properly instituted and diligently conducted and in respect of

which appropriate reserves (in the good faith judgment of management of the

Company) are being maintained in accordance with generally accepted accounting

principles consistently applied.




 




Section

1006.  Maintenance of Properties.




 




The Company will cause all material properties owned by the Company or

any Subsidiary or used or held for use in the conduct of its business or the

business of any Subsidiary to be maintained and kept in good condition, repair

and working order (ordinary wear and tear excepted) and supplied with all

necessary equipment and will cause to be made all necessary repairs, renewals,

replacements, betterments and improvements thereof, all as in the judgment of

the Company may be consistent with sound business practice and necessary so

that the business carried on in connection therewith may be properly and

advantageously conducted at all times; provided, however, that

nothing in this Section shall prevent the Company from discontinuing the

maintenance of any of such properties if such discontinuance is, in the

judgment of the Company, desirable in the conduct of its business or the

business of any Subsidiary and not reasonably expected to have a material

adverse effect on the ability of the Company to perform its obligations

hereunder.




 




Section

1007.  Insurance.




 




The Company will at all times keep all of its and its Subsidiaries’

properties which are of an insurable nature insured with insurers, believed by

the Company to be responsible, against loss or damage to the extent that

property of similar character is usually so insured by corporations similarly

situated and owning like properties.




 




Section

1008.  Limitation on Indebtedness.




 




(a)           The Company shall

not, and shall not permit any Restricted Subsidiary to, create, incur, assume

or directly or indirectly guarantee or in any other manner become directly or

indirectly liable for (“incur”) any Indebtedness (including Acquired

Indebtedness), except that the Company may incur Indebtedness and a




 




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 Guarantor may incur Permitted

Subsidiary Indebtedness if, in each case, the Debt to Operating Cash Flow Ratio

of the Company and its Restricted Subsidiaries at the time of the incurrence of

such Indebtedness, after giving pro forma effect thereto, is 7:1 or less.




 




(b)           The foregoing

limitation will not apply to the incurrence of any of the following

(collectively, “Permitted Indebtedness”):




 




(i)         Indebtedness of the

Company under the Bank Credit Agreement in an aggregate principal amount at any

one time outstanding not to exceed amounts committed and undrawn as of the date

hereof under any revolving credit facility thereunder (which amount was $282

million);




 




(ii)        Indebtedness of the

Company pursuant to the Securities and Indebtedness of any Guarantor pursuant

to a Guarantee;




 




(iii)       Indebtedness of any

Guarantor consisting of a guarantee of the Company’s Indebtedness under the

Bank Credit Agreement;




 




(iv)       Indebtedness of the

Company or any Restricted Subsidiary outstanding on the date of this Indenture

and listed on Schedule I hereto;




 




(v)        Indebtedness of the Company

owing to a Restricted Subsidiary; provided that any Indebtedness of the

Company owing to a Restricted Subsidiary that is not a Guarantor is made

pursuant to an intercompany note in the form attached to this Indenture as

Exhibit D and is subordinated in right of payment from and after such time as

the Securities shall become due and payable (whether at Stated Maturity,

acceleration or otherwise) to the payment and performance of the Company’s

obligations under the Securities; provided, further, that any

disposition, pledge or transfer of any such Indebtedness to a Person (other

than a disposition, pledge or transfer to a Wholly Owned Restricted Subsidiary

or a pledge to or for the benefit of the lenders under the Bank Credit

Agreement) shall be deemed to be an incurrence of such Indebtedness by the

obligor not permitted by this clause (v);




 




(vi)       Indebtedness of a

Wholly Owned Restricted Subsidiary owing to the Company or another Wholly Owned

Restricted Subsidiary; provided that, with respect to Indebtedness owing

to a Wholly Owned Subsidiary that is not a Guarantor, (1) any such

Indebtedness is made pursuant to an intercompany note in the form attached to

this Indenture as Exhibit D and (2) any such Indebtedness shall be

subordinated in right of payment from and after such time as the obligations

under the Guarantee by such Wholly Owned Restricted Subsidiary shall become due

and payable to the payment and performance of such Wholly Owned Restricted

Subsidiary’s obligations under its Guarantee; provided, further,

that (1) any disposition, pledge or transfer of any such Indebtedness to a

Person (other than a disposition, pledge or transfer to the Company or a 




 




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Wholly Owned Restricted Subsidiary or pledge to or for the benefit of

the lenders under the Bank Credit Agreement) shall be deemed to be an

incurrence of such Indebtedness by the obligor not permitted by this clause

(vi) and (2) any transaction pursuant to which any Wholly Owned Restricted

Subsidiary, which has Indebtedness owing to the Company or any other Wholly

Owned Restricted Subsidiary, ceases to be a Wholly Owned Restricted Subsidiary

shall be deemed to be the incurrence of Indebtedness by such Wholly Owned

Restricted Subsidiary that is not permitted by this clause (vi);




 




(vii)      guarantees of any

Restricted Subsidiary made in accordance with the provisions of Section 1014;




 




(viii)     obligations of the

Company entered into in the ordinary course of business pursuant to Interest

Rate Agreements designed to protect the Company against fluctuations in

interest rates in respect of Indebtedness of the Company, as long as such

obligations at the time incurred do not exceed the aggregate principal amount

of such Indebtedness then outstanding or in good faith anticipated to be

outstanding within 90 days of such incurrence;




 




(ix)       any renewals,

extensions, substitutions, refundings, refinancings or replacements

(collectively, a “refinancing”) of any Indebtedness described in clauses (ii),

(iii), (iv) and (v) above, including any successive refinancings so long as the

aggregate principal amount of Indebtedness represented thereby is not increased

by such refinancing plus the lesser of (I) the stated amount of any

premium, interest or other payment required to be paid in connection with such

a refinancing pursuant to the terms of the Indebtedness being refinanced or

(II) the amount of premium, interest or other payment actually paid at

such time to refinance the Indebtedness, plus, in either case, the amount of

expenses of the Company incurred in connection with such refinancing and, in

the case of Pari Passu or Subordinated Indebtedness, such refinancing does not

reduce the Average Life to Stated Maturity or the Stated Maturity of such

Indebtedness; and




 




(x)        Indebtedness of the

Company in addition to that described in clauses (i) through (ix) above, and

any renewals, extensions, substitutions, refinancings, or replacements of such

Indebtedness, so long as the aggregate principal amount of all such

Indebtedness shall not exceed $25,000,000.




 




Section

1009.  Limitation on Restricted Payments.




 




(a)           The Company shall

not, and shall not permit any Restricted Subsidiary to, directly or indirectly:




 




(i)         declare or pay any

dividend on, or make any distribution to holders of, any of the Company’s

Equity Interests (other than dividends or distributions payable solely in its

Qualified Equity Interests);




 




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(ii)        purchase, redeem or

otherwise acquire or retire for value, directly or indirectly, any Equity

Interest of the Company or any Affiliate thereof (except Equity Interests held

by the Company or a Wholly Owned Restricted Subsidiary);




 




(iii)       make any principal

payment on, or repurchase, redeem, defease, retire or otherwise acquire for

value, prior to any scheduled principal payment, sinking fund or maturity, any

Subordinated Indebtedness;




 




(iv)       declare or pay any

dividend or distribution on any Equity Interests of any Subsidiary to any

Person (other than the Company or any of its Wholly Owned Restricted

Subsidiaries);




 




(v)        incur, create or assume

any guarantee of Indebtedness of any Affiliate (other than a Wholly Owned

Restricted Subsidiary of the Company); or




 




(vi)       make any Investment in

any Person (other than any Permitted Investments)




 




(any of the

foregoing payments described in clauses (i) through (vi), other than any such

action that is a Permitted Payment, collectively, “Restricted Payments”) unless

after giving effect to the proposed Restricted Payment (the amount of any such

Restricted Payment, if other than cash, as determined by the Board of Directors

of the Company, whose determination shall be conclusive and evidenced by a

Board Resolution), (1) no Default or Event of Default shall have occurred

and be continuing and such Restricted Payment shall not be an event which is,

or after notice or lapse of time or both, would be, an “event of default” under

the terms of any Indebtedness of the Company or its Restricted Subsidiaries;

and (2) the aggregate amount of all such Restricted Payments declared or

made after the date of this Indenture does not exceed the sum of:




 




(A)       an amount equal to the

Company’s Cumulative Operating Cash Flow less 1.4 times the Company’s

Cumulative Consolidated Interest Expense;




 




(B)       the aggregate Net Cash

Proceeds received after December 9, 1993 by the Company from capital

contributions (other than from a Subsidiary) or from the issuance or sale

(other than to any of its Subsidiaries) of its Qualified Equity Interests

(except, in each case, to the extent such proceeds are used to purchase, redeem

or otherwise retire Equity Interests or Subordinated Indebtedness as set forth

below);  and




 




(C)       to the extent that any

Investment constituting a Restricted Payment (including an Investment in an

Unrestricted Subsidiary) that was made after the date of the Indenture is sold

or is otherwise liquidated or repaid, 100% of the amount (to the extent not

included in Cumulative Operating Cash Flow) equal to the Net Cash 




 




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Proceeds or Fair

Market Value of marketable securities received with respect to such Investment

(less the cost of the disposition of such Investment and net of taxes).




 




(b)           Notwithstanding the

foregoing, and in the case of clauses (ii) through (v) below, so long as there

is no Default or Event of Default continuing, the foregoing provisions shall

not prohibit the following actions (clauses (i) through (v) being referred to

as “Permitted Payments”):




 




(i)               the payment of

any dividend within 60 days after the date of declaration thereof, if at such

date of declaration such payment would be permitted by the provisions of

paragraph (a) of this Section and such payment shall be deemed to have been

paid on such date of declaration for purposes of the calculation required by

paragraph (a) of this Section;




 




(ii)              any transaction

with an officer or director of the Company entered into in the ordinary course

of business (including compensation or employee benefit arrangements with any

officer or director of the Company);




 




(iii)             the repurchase,

redemption, or other acquisition or retirement of any Equity Interests of the

Company in exchange for (including any such exchange pursuant to the exercise

of a conversion right or privilege in connection therewith cash is paid in lieu

of the issuance of fractional shares or scrip), or out of the Net Cash Proceeds

of, a substantially concurrent issue and sale for cash (other than to a

Subsidiary) of other Qualified Equity Interests of the Company; provided

that the Net Cash Proceeds from the issuance of such Qualified Equity Interests

are excluded from clause (2)(B) of paragraph (a) of this Section;




 




(iv)             any repurchase,

redemption, defeasance, retirement, refinancing or acquisition for value or

payment of principal of any Subordinated Indebtedness in exchange for, or out

of the net proceeds of, a substantially concurrent issuance and sale for cash

(other than to any Subsidiary of the Company) of any Qualified Equity Interests

of the Company, provided that the Net Cash Proceeds from the issuance of

such Qualified Equity Interests are excluded from clause (2)(B) of paragraph

(a) of this Section; and




 




(v)              the repurchase,

redemption, defeasance, retirement, refinancing or acquisition for value or

payment of principal of any Subordinated Indebtedness (other than Disqualified

Equity Interests) (a “refinancing”) through the issuance of new Subordinated

Indebtedness of the Company, as the case may be, provided that any such

new Indebtedness (1) shall be in a principal amount that does not exceed

the principal amount so refinanced or, if such Subordinated Indebtedness

provides for an amount less than the principal amount thereof to be due and

payable upon a declaration or acceleration thereof, then such lesser amount as

of the date of determination), plus the lesser of (I) the stated amount of

any premium, interest or other payment required to be paid in connection




 




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 with such a refinancing

pursuant to the terms of the Indebtedness being refinanced or (II) the

amount of premium, interest or other payment actually paid at such time to

refinance the Indebtedness, plus, in either case, the amount of expenses of the

Company incurred in connection with such refinancing; (2) has an Average Life

to Stated Maturity greater than the remaining Average Life to Stated Maturity

of the Securities; (3) has a Stated Maturity for its final scheduled

principal payment later than the Stated Maturity for the final scheduled

principal payment of the Securities; and (4) is expressly subordinated in

right of payment to the Securities at least to the same extent as the

Indebtedness to be refinanced.




 




Section

1010.  Limitation on Transactions with

Affiliates.




 




The Company shall not, and shall not permit any of its Restricted

Subsidiaries to, directly or indirectly, enter into or suffer to exist any

transaction or series of related transactions (including, without limitation,

the sale, purchase, exchange or lease of assets, property or services) with any

Affiliate of the Company (other than the Company or a Wholly Owned Restricted

Subsidiary) unless (a) such transaction or series of transactions is in

writing on terms that are no less favorable to the Company or such Restricted

Subsidiary, as the case may be, than would be available in a comparable

transaction in arm’s-length dealings with an unrelated third party and

(b) (i) with respect to any transaction or series of transactions

involving aggregate payments in excess of $1,000,000, the Company delivers an

Officers’ Certificate to the Trustee certifying that such transaction or series

of related transactions complies with clause (a) above and such transaction or

series of related transactions has been approved by a majority of the members

of the Board of Directors of the Company (and approved by a majority of

Independent Directors or, in the event there is only one Independent Director,

by such Independent Director) and (ii) with respect to any transaction or

series of transactions involving aggregate payments in excess of $5,000,000, an

opinion as to the fairness to the Company or such Restricted Subsidiary from a

financial point of view issued by an investment banking or appraisal firm of

national standing.  Notwithstanding the

foregoing, this provision will not apply to (A) any transaction with an

officer or director of the Company entered into in the ordinary course of

business (including compensation or employee benefit arrangements with any

officer or director of the Company), (B) any transaction entered into by

the Company or one of its Wholly Owned Restricted Subsidiaries with a Wholly

Owned Restricted Subsidiary of the Company, and (C) transactions in

existence on the date of this Indenture.




 




Section

1011.  Limitation on Senior Subordinated

Indebtedness.




 




The Company shall not, and shall not permit any Guarantor to, directly

or indirectly, create, incur, issue, assume, guarantee or otherwise in any

manner become directly or indirectly liable for or with respect to or otherwise

permit to exist any Indebtedness that is subordinate in right of payment to any

Indebtedness of the Company




 




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or such Guarantor, as the case may be, unless such Indebtedness is also

pari passu with the Securities or the Guarantee of such Guarantor, or

subordinate in right of payment to the Securities or such Guarantee to at least

the same extent as the Securities or such Guarantee are subordinate in right of

payment to Senior Indebtedness or Guarantor Senior Indebtedness, as the case

may be, as set forth in this Indenture.




 




Section 1012.  Limitation on Liens.




 




The Company shall not, and shall not permit any Restricted Subsidiary

to, directly or indirectly, create, incur, affirm or suffer to exist any Lien

of any kind upon any of its property or assets (including any intercompany

notes), now owned or acquired after the date of this Indenture, or any income

or profits therefrom, except if the Securities are directly secured equally and

ratably with (or prior to in the case of Liens with respect to Subordinated

Indebtedness) the obligation or liability secured by such Lien, excluding,

however, from the operation of the foregoing any of the following:




 




(a)           any Lien existing as

of the date of this Indenture and listed on Schedule II hereto;




 




(b)           any Lien arising by

reason of (i) any judgment, decree or order of any court, so long as such

Lien is adequately bonded and any appropriate legal proceedings which may have

been duly initiated for the review of such judgment, decree or order shall not

have been finally terminated or the period within which such proceedings may be

initiated shall not have expired; (ii) taxes not yet delinquent or which

are being contested in good faith; (iii) security for payment of workers’

compensation or other insurance; (iv) good faith deposits in connection

with tenders, leases, contracts (other than contracts for the payment of

money); (v) zoning restrictions, easements, licenses, reservations,

provisions, covenants, conditions, waivers, restrictions on the use of property

or minor irregularities of title (and with respect to leasehold interests,

mortgages, obligations, liens and other encumbrances incurred, created, assumed

or permitted to exist and arising by, through or under a landlord or owner of

the leased property, with or without consent of the lessee), none of which

materially impairs the use of any parcel of property material to the operation

of the business of the Company or any Subsidiary or the value of such property

for the purpose of such business; (vi) deposits to secure public or

statutory obligations, or in lieu of surety or appeal bonds;

(vii) surveys, exceptions, title defects, encumbrances, reservations of,

or rights of others for, rights of way, sewers, electric lines, telegraph or telephone

lines and other similar purposes or zoning or other restrictions as to the use

of real property not interfering with the ordinary conduct of the business of

the Company or any of its Subsidiaries; or (viii) operation of law in

favor of mechanics, materialmen, laborers, employees or suppliers, incurred in

the ordinary course of business for sums which are not yet delinquent or are

being contested in good faith by negotiations or by appropriate proceedings

which suspend the collection thereof;




 




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(c)           any Lien now or

hereafter existing on property of the Company or any of its Restricted

Subsidiaries securing Senior Indebtedness or Guarantor Senior Indebtedness, in

each case which Indebtedness is permitted under the provisions of Section 1008

and provided that the provisions of Section 1014 are complied with;




 




(d)           any Lien securing

Acquired Indebtedness created prior to (and not created in connection with or

in contemplation of) the incurrence of such Indebtedness by the Company or any

Subsidiary, in each case which Indebtedness is permitted under the provisions

of Section 1008; provided that any such Lien only extends to the assets

that were subject to such Lien securing such Acquired Indebtedness prior to the

related transaction by the Company or its Subsidiaries;




 




(e)           any Lien securing

Permitted Subsidiary Indebtedness; and




 




(f)            any extension,

renewal, refinancing or replacement, in whole or in part, of any Lien described

in the foregoing clauses (a) through (e) so long as the amount of security is

not increased thereby.




 




Section

1013.  Limitation on Sale of Assets.




 




(a)           The Company shall

not, and shall not permit any of its Restricted Subsidiaries to, directly or

indirectly, consummate an Asset Sale unless (i) at least 80% of the

consideration from such Asset Sale (exclusive of assumed Senior Indebtedness to

which the Company and its Restricted Subsidiaries have received a full and

unconditional release from such liability in connection with such Asset Sale)

is received in cash and (ii) 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 shares or assets sold (other than in the case of an

involuntary Asset Sale, as determined by the Board of Directors of the Company

and evidenced in a Board Resolution or in connection with an Asset Swap, the

Fair Market Value as determined in writing by a nationally recognized

investment banking or appraisal firm); provided, however that, in

the event that the Company or any Restricted Subsidiary engages in an Asset

Sale with any third party and receives in consideration therefor, or

simultaneously with such Asset Sale enters into, a Local Marketing Agreement

with such third party or any affiliate thereof, the Fair Market Value of such

Local Marketing Agreement (as determined in writing by a nationally recognized

investment banking or appraisal firm) shall be deemed cash and considered when

determining whether such Asset Sale complies with the foregoing clauses (i) and

(ii).  Notwithstanding the foregoing,

clause (i) of the preceding sentence shall not be applicable to any Asset Swap.




 




(b)           If all or a portion

of the Net Cash Proceeds of any Asset Sale are not required to be applied to

repay permanently any Senior Indebtedness then outstanding as required by the

terms thereof, or the Company determines not to apply such Net Cash




 




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 Proceeds to the permanent

prepayment of such Senior Indebtedness or if no such Senior Indebtedness is

then outstanding, then the Company may, within 12 months of the Asset Sale,

invest the Net Cash Proceeds in properties and assets that (as determined by

the Board of Directors) replace the properties and assets that were the subject

of the Asset Sale or in properties and assets that will be used in the

businesses of the Company or its Restricted Subsidiaries existing on the date

of this Indenture or reasonably related thereto.  The amount of such Net Cash Proceeds neither used to permanently

repay or prepay Senior Indebtedness nor used or invested as set forth in this

paragraph constitutes “Excess Proceeds.”




 




(c)           When the aggregate

amount of Excess Proceeds equals $5,000,000 or more, the Company shall apply

the Excess Proceeds to the repayment of the Securities and any Pari Passu

Indebtedness required to be repurchased under the instrument governing such

Pari Passu Indebtedness as follows: 

(i) the Company shall make an offer to purchase (an “Offer”) from

all Holders of the Securities in accordance with the procedures set forth in

this Indenture in the maximum principal amount (expressed as a multiple of

$1,000) of Securities that may be purchased out of an amount (the “Security

Amount”) equal to the product of such Excess Proceeds multiplied by a fraction,

the numerator of which is the outstanding principal amount of the Securities,

and the denominator of which is the sum of the outstanding principal amount of

the Securities and such Pari Passu Indebtedness (subject to proration in the

event such amount is less than the aggregate Offered Price of all Securities

tendered) and (ii) to the extent required by such Pari Passu Indebtedness

to permanently reduce the principal amount of such Pari Passu Indebtedness, the

Company shall make an offer to purchase or otherwise repurchase or redeem Pari

Passu Indebtedness (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt

Amount”) equal to the excess of the Excess Proceeds over the Security Amount; provided

that in no event shall the Pari Passu Debt Amount exceed the principal amount

of such Pari Passu Indebtedness plus the amount of any premium required to be

paid to repurchase such Pari Passu Indebtedness.  The offer price shall be payable in cash in an amount equal to

100% of the principal amount of the Securities plus accrued and unpaid

interest, if any, to the date (the “Offer Date”) such Offer is consummated (the

“Offered Price”), in accordance with the procedures set forth in this

Indenture.  To the extent that the

aggregate Offered Price of the Securities tendered pursuant to the Offer is

less than the Security Amount relating thereto or the aggregate amount of Pari

Passu Indebtedness that is purchased is less than the Pari Passu Debt Amount

(the amount of such shortfall, if any, constituting a “Deficiency”), the

Company shall use such Deficiency in the business of the Company and its

Restricted Subsidiaries.  Upon

completion of the purchase of all the Securities tendered pursuant to an Offer

and repurchase of the Pari Passu Indebtedness pursuant to a Pari Passu Offer,

the amount of Excess Proceeds, if any, shall be reset at zero.




 




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(d)           Whenever the Excess

Proceeds received by the Company exceed $5,000,000, such Excess Proceeds shall

be set aside by the Company in a separate account pending (i) deposit with

the depositary or a Paying Agent of the amount required to purchase the

Securities or Pari Passu Indebtedness tendered in an Offer or a Pari Passu

Offer, (ii) delivery by the Company of the Offered Price to the Holders of

the Securities or Pari Passu Indebtedness tendered in an Offer or a Pari Passu

Offer and (iii) application, as set forth above, of Excess Proceeds in the

business of the Company and its Restricted Subsidiaries.  Such Excess Proceeds may be invested in

Temporary Cash Investments, provided that the maturity date of any such

investment made after the amount of Excess Proceeds exceeds $5,000,000 shall

not be later than the Offer Date.  The

Company shall be entitled to any interest or dividends accrued, earned or paid

on such Temporary Cash Investments, provided that the Company shall not

withdraw such interest from the separate account if an Event of Default has

occurred and is continuing.




 




(e)           If the Company becomes

obligated to make an Offer pursuant to clause (c) above, the Securities shall

be purchased by the Company, at the option of the Holder thereof, in whole or

in part in integral multiples of $1,000, on a date that is not earlier than 45

days and not later than 60 days from the date the notice is given to Holders,

or such later date as may be necessary for the Company to comply with the

requirements under the Exchange Act, subject to proration in the event the

Security Amount is less than the aggregate Offered Price of all Securities

tendered.




 




(f)            The Company shall

comply with the applicable tender offer rules, including Rule 14e-1 under

the Exchange Act, and any other applicable securities laws or regulations in

connection with an Offer.




 




(g)           The Company shall

not, and shall not permit any Restricted Subsidiary to, create or permit to

exist or become effective any restriction (other than restrictions existing

under (i) Indebtedness as in effect on the date of this Indenture and

listed on Schedule I hereto as such Indebtedness may be refinanced from time to

time, provided that such restrictions are no less favorable to the

Holders of Securities than those existing on the date of this Indenture or

(ii) any Senior Indebtedness and any Guarantor Senior Indebtedness) that

would materially impair the ability of the Company to make an Offer to purchase

the Securities or, if such Offer is made, to pay for the Securities tendered

for purchase.




 




(h)           Subject to paragraph

(f) above, within 30 days after the date on which the amount of Excess Proceeds

equals or exceeds $5,000,000, the Company shall send or cause to be sent by

first-class mail, postage prepaid, to the Trustee and to each Holder of the

Securities, at his address appearing in the Security Register, a notice stating

or including:




 




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(1)           that the Holder has the right to

require the Company to repurchase, subject to proration, such Holder’s

Securities at the Offered Price;




 




(2)           the Offer Date;




 




(3)           the instructions a Holder must follow

in order to have its Securities purchased in accordance with paragraph (c) of

this Section; and




 




(4)           (i) the most recently filed

Annual Report on Form 10-K (including audited consolidated financial

statements) of the Company, the most recent subsequently filed Quarterly Report

on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent

to such Quarterly Report, other than Current Reports describing Asset Sales

otherwise described in the offering materials (or corresponding successor

reports)(or in the event the Company is not required to prepare any of the

foregoing Forms, the comparable information required pursuant to

Section 1020), (ii) a description of material developments in the

Company’s business subsequent to the date of the latest of such Reports,

(iii) if material, appropriate pro forma financial information, and

(iv) such other information, if any, concerning the business of the

Company which the Company in good faith believes will enable such Holders to

make an informed investment decision.




 




(i)            Holders electing to

have Securities purchased hereunder will be required to surrender such

Securities at the address specified in the notice at least three Business Days

prior to the Offer Date.  Holders will

be entitled to withdraw their election to have their Securities purchased

pursuant to this Section 1013 if the Company receives, not later than three

Business Days prior to the Offer Date, a telegram, telex, facsimile

transmission or letter setting forth (1) the name of the Holder,

(2) the certificate number of the Security in respect of which such notice

of withdrawal is being submitted, (3) the principal amount of the Security

(which shall be $1,000 or an integral multiple thereof) delivered for purchase

by the Holder as to which his election is to be withdrawn, (4) a statement

that such Holder is withdrawing his election to have such principal amount of

such Security purchased, and (5) the principal amount, if any, of such

Security (which shall be $1,000 or an integral multiple thereof) that remains

subject to the original notice of the Offer and that has been or will be

delivered for purchase by the Company.




 




(j)            The Company shall

(i) not later than the Offer Date, accept for payment Securities or

portions thereof tendered pursuant to the Offer, (ii) not later than 10:00

a.m. (New York City time) on the Offer Date, deposit with the Trustee or with a

Paying Agent (or, if the Company is acting as its own Paying Agent, segregate

and hold in trust as provided in Section 1003) an amount of money in same day

funds (or New York Clearing House funds if such deposit is made prior to the

Offer Date) sufficient to pay the aggregate Offered Price of all the Securities

or portions thereof which are to be




 




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 purchased on that date and

(iii) not later than the Offer Date, deliver to the Paying Agent (if other

than the Company) an Officers’ Certificate stating the Securities or portions

thereof accepted for payment by the Company.




 




Subject to applicable escheat laws, as provided in the Securities, the

Trustee and the Paying Agent shall return to the Company any cash that remains

unclaimed, together with interest, if any, thereon, held by them for the

payment of the Offered Price; provided, however, that (x) to

the extent that the aggregate amount of cash deposited by the Company with the

Trustee in respect of an Offer exceeds the aggregate Offered Price of the

Securities or portions thereof to be purchased, the Trustee shall hold such

excess for the Company and (y) unless otherwise directed by the Company in

writing, promptly after the Business Day following the Offer Date the Trustee

shall return any such excess to the Company together with interest or

dividends, if any, thereon.




 




(k)           Securities to be

purchased shall, on the Offer Date, become due and payable at the Offered Price

and from and after such date (unless the Company shall default in the payment

of the Offered Price) such Securities shall cease to bear interest.  Such Offered Price shall be paid to such

Holder promptly following the later of the Offer Date and the time of delivery

of such Security to the relevant Paying Agent at the office of such Paying

Agent by the Holder thereof in the manner required.  Upon surrender of any such Security for purchase in accordance

with the foregoing provisions, such Security shall be paid by the Company at

the Offered Price; provided, however, that installments of

interest whose Stated Maturity is on or prior to the Offer Date shall be

payable to the Holders of such Securities, or one or more Predecessor

Securities, registered as such on the relevant Regular Record Dates according

to the terms and the provisions of Section 309; provided, further,

that Securities to be purchased are subject to proration in the event the

Excess Proceeds are less than the aggregate Offered Price of all Securities

tendered for purchase, with such adjustments as may be appropriate by the

Trustee so that only Securities in denominations of $1,000 or integral

multiples thereof, shall be purchased. 

If any Security tendered for purchase shall not be so paid upon

surrender thereof by deposit of funds with the Trustee or a Paying Agent in

accordance with paragraph (j) above, the principal thereof shall, until paid,

bear interest from the Offer Date at the rate borne by such Security.  Any Security that is to be purchased only in

part shall be surrendered to a Paying Agent at the office of such Paying Agent

(with, if the Company, the Security Registrar or the Trustee so requires, due

endorsement by, or a written instrument of transfer in form satisfactory to the

Company and the Security Registrar or the Trustee duly executed by, the Holder

thereof or such Holder’s attorney duly authorized in writing), and the Company

shall execute and the Trustee shall authenticate and deliver to the Holder of

such Security, without service charge, one or more new Securities of any

authorized denomination as requested by such Holder in an aggregate principal

amount equal to, and in exchange for, the portion of the principal amount of

the Security so surrendered that is not purchased.




 




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Section

1014.  Limitation on Issuances of

Guarantees of and Pledges for Indebtedness.




 




(a)           The Company shall

not permit any Restricted Subsidiary, other than the Guarantors, directly or

indirectly, to secure the payment of any Senior Indebtedness of the Company and

the Company will not, and will not permit any Restricted Subsidiary to, pledge

any intercompany notes representing obligations of any Restricted Subsidiary

(other than the Guarantors) to secure the payment of any Senior Indebtedness

unless in each case such Restricted Subsidiary simultaneously executes and

delivers a supplemental indenture to this Indenture providing for a guarantee

of payment of the Securities by such Restricted Subsidiary, which guarantee

shall be on the same terms as the guarantee of the Senior Indebtedness (if a

guarantee of Senior Indebtedness is granted by any such Restricted Subsidiary)

except that the guarantee of the Securities need not be secured and shall be

subordinated to the claims against such Restricted Subsidiary in respect of

Senior Indebtedness to the same extent as the Securities are subordinated to

Senior Indebtedness of the Company under this Indenture.




 




(b)           The Company shall

not permit any Restricted Subsidiary, other than the Guarantors, directly or

indirectly, to guarantee, assume or in any other manner become liable with

respect to any Indebtedness of the Company (other than guarantees in existence

on the date of the Indenture) unless such Restricted Subsidiary simultaneously

executes and delivers a supplemental indenture to this Indenture providing for

a guarantee of the Securities on the same terms as the guarantee of such

Indebtedness except that if the Securities are subordinated in right of payment

to such Indebtedness, the guarantee under the supplemental indenture shall be

subordinated to the guarantee of such Indebtedness to the same extent as the

Securities are subordinated to such Indebtedness under this Indenture.




 




(c)           Each guarantee

created pursuant to the provisions described in the foregoing paragraph is

referred to as a “Guarantee” and the issuer of each such Guarantee is referred

to as a “Guarantor.”  Notwithstanding

the foregoing, any Guarantee by a Restricted Subsidiary of the Securities shall

provide by its terms that it shall be automatically and unconditionally

released and discharged upon (i) any sale, exchange or transfer, to any Person

not an Affiliate of the Company, of all of the Company’s Equity Interest in, or

all or substantially all the assets of, such Restricted Subsidiary, which is in

compliance with this Indenture or (ii) (with respect to any Guarantees

created after the date of this Indenture) the release by the holders of the

Indebtedness of the Company described in clauses (a) and (b) above of their

security interest or their guarantee by such Restricted Subsidiary (including

any deemed release upon payment in full of all obligations under such

Indebtedness), at a time when (A) no other Indebtedness of the Company has

been secured or guaranteed by such Restricted Subsidiary, as the case may be,

or (B) the holders of all such other Indebtedness which is secured or

guaranteed by 




 




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such Restricted Subsidiary also release their security interest in, or

guarantee by, such Restricted Subsidiary (including any deemed release upon

payment in full of all obligations under such Indebtedness).




 




Section

1015.  Restriction on Transfer of Assets.




 




The Company and the Guarantors shall not sell, convey, transfer or

otherwise dispose of their respective assets or property to any of the

Company’s Restricted Subsidiaries (other than any Guarantor), except for sales,

conveyances, transfers or other dispositions made in the ordinary course of

business and except for capital contributions to any Restricted Subsidiary, the

only material assets of which are broadcast licenses.  For purposes of this provision, any sale, conveyance, transfer,

lease or other disposition of property or assets, having a Fair Market Value in

excess of (a) $1,000,000 for any sale, conveyance, transfer, lease or

disposition or series of related sales, conveyances, transfers, leases and

dispositions and (b) $5,000,000 in the aggregate for all such sales,

conveyances, transfers, leases or dispositions in any fiscal year of the

Company shall not be considered “in the ordinary course of business.”




 




Section

1016.  Purchase of Securities upon a Change of

Control.




 




(a)           If a Change of

Control shall occur at any time, then each Holder of Securities shall have the

right to require that the Company purchase such Holder’s Securities in whole or

in part in integral multiples of $1,000, at a purchase price (the “Change of

Control Purchase Price”) in cash in an amount equal to 101% of the principal

amount of such Securities, plus accrued and unpaid interest, if any, to the

date of purchase (the “Change of Control Purchase Date”), pursuant to the offer

described in subsection (c) of this Section (the “Change of Control Offer”) and

in accordance with the procedures set forth in Subsections (b), (c), (d) and

(e) of this Section.




 




(b)           Within 30 days

following any Change of Control, the Company shall notify the Trustee thereof

and give written notice (a “Change of Control Purchase Notice”) of such Change

of Control to each Holder by first-class mail, postage prepaid, at his address

appearing in the Security Register stating or including:




 




(1)           that a Change of Control has

occurred, the date of such event, and that such Holder has the right to require

the Company to repurchase such Holder’s Securities at the Change of Control

Purchase Price;




 




(2)           the circumstances and relevant facts

regarding such Change of Control (including but not limited to information with

respect to pro forma historical income, cash flow and capitalization after

giving effect to such Change of Control);




 




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(3)           (i) the most recently filed

Annual Report on Form 10-K (including audited consolidated financial

statements) of the Company, the most recent subsequently filed Quarterly Report

on Form 10-Q, as applicable, and any Current Report on Form 8-K of the Company

filed subsequent to such Quarterly Report (or in the event the Company is not

required to prepare any of the foregoing Forms, the comparable information

required to be prepared by the Company and any Guarantor pursuant to

Section 1020), (ii) a description of material developments in the

Company’s business subsequent to the date of the latest of such reports and

(iii) such other information, if any, concerning the business of the

Company which the Company in good faith believes will enable such Holders to

make an informed investment decision;




 




(4)           that the Change of Control Offer is

being made pursuant to this Section 1016(a) and that all Securities properly

tendered pursuant to the Change of Control Offer will be accepted for payment

at the Change of Control Purchase Price;




 




(5)           the Change of Control Purchase Date

which shall be a Business Day no earlier than 30 days nor later than 60 days

from the date such notice is mailed, or such later date as is necessary to

comply with requirements under the Exchange Act;




 




(6)           the Change of Control Purchase Price;




 




(7)           the names and addresses of the Paying

Agent and the offices or agencies referred to in Section 1002;




 




(8)           that Securities must be surrendered

on or prior to the Change of Control Purchase Date to the Paying Agent at the office

of the Paying Agent or to an office or agency referred to in Section 1002 to

collect payment;




 




(9)           that the Change of Control Purchase

Price for any Security which has been properly tendered and not withdrawn will

be paid promptly following the Change of Control Offer Purchase Date;




 




(10)         the procedures for withdrawing a tender

of Securities and Change of Control Purchase Notice;




 




(11)         that any Security not tendered will

continue to accrue interest; and




 




(12)         that, unless the Company defaults in

the payment of the Change of Control Purchase Price, any Security accepted for

payment




 




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pursuant to the

Change of Control Offer shall cease to accrue interest after the Change of

Control Purchase Date.




 




 (c)          Upon receipt by the Company of the proper tender of

Securities, the Holder of the Security in respect of which such proper tender

was made shall (unless the tender of such Security is properly withdrawn)

thereafter be entitled to receive solely the Change of Control Purchase Price

with respect to such Security.  Upon

surrender of any such Security for purchase in accordance with the foregoing

provisions, such Security shall be paid by the Company at the Change of Control

Purchase Price; provided, however, that installments of interest

whose Stated Maturity is on or prior to the Change of Control Purchase Date

shall be payable to the Holders of such Securities, or one or more Predecessor

Securities, registered as such on the relevant Regular Record Dates according

to the terms and the provisions of Section 309.  If any Security tendered for purchase shall not be so paid upon

surrender thereof, the principal thereof (and premium, if any, thereon) shall,

until paid, bear interest from the Change of Control Purchase Date at the rate

borne by such Security.  Holders

electing to have Securities purchased will be required to surrender such

Securities to the Paying Agent at the address specified in the Change of

Control Purchase Notice at least two Business Days prior to the Change of

Control Purchase Date.  Any Security

that is to be purchased only in part shall be surrendered to a Paying Agent at

the office of such Paying Agent (with, if the Company, the Security Registrar or

the Trustee so requires, due endorsement by, or a written instrument of

transfer in form satisfactory to the Company and the Security Registrar or the

Trustee, as the case may be, duly executed by, the Holder thereof or such

Holder’s attorney duly authorized in writing), and the Company shall execute

and the Trustee shall authenticate and deliver to the Holder of such Security,

without service charge, one or more new Securities of any authorized

denomination as requested by such Holder in an aggregate principal amount equal

to, and in exchange for, the portion of the principal amount of the Security so

surrendered that is not purchased.




 




(d)           The Company shall

(i) not later than the Change of Control Purchase Date, accept for payment

Securities or portions thereof tendered pursuant to the Change of Control

Offer, (ii) not later than 11:00 a.m. (New York City time) on the Change

of Control Purchase Date, deposit with the Paying Agent an amount of cash

sufficient to pay the aggregate Change of Control Purchase Price of all the

Securities or portions thereof which are to be purchased as of the Change of

Control Purchase Date and (iii) not later than the Change of Control

Purchase Date, deliver to the Paying Agent an Officers’ Certificate stating the

Securities or portions thereof accepted for payment by the Company.  The Paying Agent shall promptly mail or

deliver to Holders of Securities so accepted payment in an amount equal to the

Change of Control Purchase Price of the Securities purchased from each such

Holder, and the Company shall execute and the Trustee shall promptly

authenticate and mail or deliver to such Holders a new Security equal in

principal amount to any unpurchased portion of the Security surrendered.  Any 




 




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Securities not so accepted shall be promptly mailed or delivered by the

Paying Agent at the Company’s expense to the Holder thereof.  The Company will publicly announce the

results of the Change of Control Offer on the Change of Control Purchase

Date.  For purposes of this Section

1016, the Company shall choose a Paying Agent which shall not be the Company.




 




(e)           A Change of Control

Purchase Notice may be withdrawn before or after delivery by the Holder to the

Paying Agent at the office of the Paying Agent of the Security to which such

Change of Control Purchase Notice relates, by means of a written notice of

withdrawal delivered by the Holder to the Paying Agent at the office of the

Paying Agent or to the office or agency referred to in Section 1002 to which

the related Change of Control Purchase Notice was delivered not later than

three Business Days prior to the Change of Control Purchase Date specifying, as

applicable:




 




(1)           the name of the Holder;




 




(2)           the certificate number of the

Security in respect of which such notice of withdrawal is being submitted;




 




(3)           the principal amount of the Security

(which shall be $1,000 or an integral multiple thereof) delivered for purchase

by the Holder as to which such notice of withdrawal is being submitted; and




 




(4)           the principal amount, if any, of such

Security (which shall be $1,000 or an integral multiple thereof) that remains

subject to the original Change of Control Purchase Notice and that has been or

will be delivered for purchase by the Company.




 




(f)            Subject to

applicable escheat laws, as provided in the Securities, the Trustee and the

Paying Agent shall return to the Company any cash that remains unclaimed,

together with interest or dividends, if any, thereon, held by them for the

payment of the Change of Control Purchase Price; provided, however,

that (x) to the extent that the aggregate amount of cash deposited by the

Company pursuant to clause (ii) of paragraph (d) above exceeds the aggregate

Change of Control Purchase Price of the Securities or portions thereof to be

purchased, then the Trustee shall hold such excess for the Company and

(y) unless otherwise directed by the Company in writing, promptly after

the Business Day following the Change of Control Purchase Date the Trustee

shall return any such excess to the Company together with interest, if any,

thereon.




 




(g)           The Company shall

comply with the applicable tender offer rules, including Rule 14e-1 under the

Exchange Act, and any other applicable securities laws or regulations in

connection with a Change of Control Offer.




 




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Section

1017.  Limitation on Subsidiary Equity

Interests.




 




The Company shall not permit any Restricted Subsidiary of the Company

to issue any Equity Interests, except for (a) Equity Interests issued to

and held by the Company or a Wholly Owned Restricted Subsidiary, and

(b) Equity Interests issued by a Person prior to the time (A) such

Person becomes a Restricted Subsidiary, (B) such Person merges with or

into a Restricted Subsidiary or (C) a Restricted Subsidiary merges with or

into such Person; provided that such Equity Interests were not issued or

incurred by such Person in anticipation of the type of transaction contemplated

by subclause (A), (B) or (C).




 




Section

1018.  Limitation on Dividends and

Other Payment Restrictions Affecting Subsidiaries.




 




The Company shall not, and shall not permit any of its Restricted

Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to

exist or become effective any encumbrance or restriction on the ability of any

Restricted Subsidiary of the Company to (i) pay dividends or make any

other distribution on its Equity Interests, (ii) pay any Indebtedness owed

to the Company or a Restricted Subsidiary of the Company, (iii) make any

Investment in the Company or a Restricted Subsidiary of the Company or

(iv) transfer any of its properties or assets to the Company or any

Restricted Subsidiary, except (a) any encumbrance or restriction

pursuant to an agreement in effect on the date of this Indenture and listed on

Schedule III hereto or contained in any other indenture or instrument governing

debt or preferred securities that are no more restrictive than those contained

in the Indenture; (b) any encumbrance or restriction, with respect to a

Restricted Subsidiary that is not a Subsidiary of the Company on the date of

this Indenture, in existence at the time such Person becomes a Restricted

Subsidiary of the Company and not incurred in connection with, or in

contemplation of, such Person becoming a Restricted Subsidiary; (c) any

encumbrance or restriction existing under any agreement that extends, renews,

refinances or replaces the agreements containing the encumbrances or

restrictions in the foregoing clauses (a) and (b), or in this clause (c), provided

that the terms and conditions of any such encumbrances or restrictions are not

materially less favorable to the Holders of the Securities than those under or

pursuant to the agreement evidencing the Indebtedness so extended, renewed,

refinanced or replaced or are not more restrictive than those set forth in this

Indenture; and (d) any encumbrance or restriction created pursuant to an

asset sale agreement, stock sale agreement or similar instrument pursuant to

which an Asset Sale permitted under Section 1013 is to be consummated, so long

as such restriction or encumbrance shall be effective only for a period from

the execution and delivery of such agreement or instrument through a

termination date not later than 270 days after such execution and delivery.




 




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Section

1019.  Limitation on Unrestricted Subsidiaries.




 




The Company shall not make, and shall not permit any of its Restricted

Subsidiaries to make, any Investments in Unrestricted Subsidiaries if, at the

time thereof, the aggregate amount of such Investments would exceed the amount

of Restricted Payments then permitted to be made pursuant to Section 1009.  Any Investments in Unrestricted Subsidiaries

permitted to be made pursuant to this covenant (i) will be treated as the

payment of a Restricted Payment in calculating the amount of Restricted

Payments made by the Company and (ii) may be made in cash or property.




 




Section

1020.  Provision of Financial Statements.




 




Whether or not the Company is subject to Section 13(a) or 15(d) of the

Exchange Act, the Company shall, to the extent permitted under the Exchange

Act, file with the Commission the annual reports, quarterly reports and other

documents which the Company would have been required to file with the

Commission pursuant to such Sections 13(a) or 15(d) if the Company were so

subject, such documents to be filed with the Commission on or prior to the

respective dates (the “Required Filing Dates”) by which the Company would have

been required so to file such documents if the Company were so subject.  The Company will also in any event

(x) within 15 days of each Required Filing Date (i) transmit by mail

to all Holders, as their names and addresses appear in the Security Register,

without cost to such Holders and (ii) file with the Trustee copies of the

annual reports, quarterly reports and other documents which the Company would

have been required to file with the Commission pursuant to Section 13(a) or

15(d) of the Exchange Act if the Company were subject to such Sections and

(y) if filing such documents by the Company with the Commission is not

permitted under the Exchange Act, promptly upon written request and payment of

the reasonable cost of duplication and delivery, supply copies of such

documents to any prospective Holder at the Company’s cost.  So long as any of the Securities remain

outstanding, the Company will make available to any prospective purchaser of

Securities or beneficial owner of Securities in connection with any sale of

Securities the information required by Rule 144A(d)(4) under the Securities

Act, until such time as the Company has either exchanged the Securities for

securities identical in all material respects which have been registered under

the Securities Act or until such time as the holders of Securities have

disposed of such Securities pursuant to an effective registration statement

under the Securities Act.




 




Section

1021.  Statement by Officers as to Default.




 




(a)           The Company will

deliver to the Trustee, on or before a date not more than 60 days after the end

of each fiscal quarter and not more than 120 days after the end of each fiscal

year of the Company ending after the date hereof, a written statement signed by

two executive officers of the Company, one of whom shall be the principal

executive officer, principal financial officer or principal accounting officer

of




 




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the Company, stating whether or not, after a review of the activities

of the Company during such year or such quarter and of the Company’s

performance under this Indenture, to the best knowledge, based on such review,

of the signers thereof, the Company has fulfilled all its obligations and is in

compliance with all conditions and covenants under this Indenture throughout

such year or quarter, as the case may be, and, if there has been a Default

specifying each Default and the nature and status thereof.




 




(b)           When any Default or

Event of Default has occurred and is continuing, or if the Trustee or any

Holder or the trustee for or the holder of any other evidence of Indebtedness

of the Company or any Subsidiary gives any notice or takes any other action

with respect to a claimed default (other than with respect to Indebtedness in

the principal amount of less than $5,000,000), the Company shall deliver to the

Trustee by registered or certified mail or by telegram, telex or facsimile

transmission followed by hard copy an Officers’ Certificate specifying such

Default, Event of Default, notice or other action within five Business Days of

its occurrence.




 




Section

1022.  Waiver of Certain Covenants.




 




The Company or any Guarantor may omit in any particular instance to

comply with any term, provision or condition set forth in Sections 1006 through

1012, 1014, 1015 and 1017 through 1020, if, before or after the time for such

compliance, the Holders of not less than a majority in aggregate principal

amount of the Securities at the time Outstanding shall, by Act of such Holders,

waive such compliance in such instance with such covenant or condition, but no

such waiver shall extend to or affect such covenant or condition except to the

extent so expressly waived, and, until such waiver shall become effective, the

obligations of the Company and the duties of the Trustee in respect of any such

covenant or condition shall remain in full force and effect.




 




ARTICLE ELEVEN




 




REDEMPTION OF SECURITIES




 




Section

1101.  Rights of Redemption.




 




(a)           The Securities may

be redeemed, at the Company’s option, in whole or from time to time in part, at

any time on or after December 15, 2006, upon not less than 30 nor more than 60

days’ prior notice by first class mail to each Holder of Securities to be

redeemed at its address appearing in the Security Register and prior to

Maturity at the following redemption prices (“Redemption Prices”), expressed as

percentages of the principal amount, plus accrued interest to the dated fixed

for such redemption (the “Redemption Date”), subject to the right of Holders of

record on the relevant Regular




 




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Record Date to receive interest due on an Interest Payment Date that is

on or prior to the Redemption Date.  If

less than all of the Securities are to be redeemed, the Trustee shall select

the Securities or portions thereof to be redeemed pro rata, by lot or by any

other method the Trustee shall deem fair and reasonable.




 




(b)           If redeemed during

the twelve-month period beginning December 15, in the year indicated, the

Redemption Price shall be:




 








	

  Year


  	

   


  	

  Redemption


  Price


  	

   


  
	

  2006


  	

   


  	

  104.375


  	

  %


  
	

  2007


  	

   


  	

  102.917


  	

  %


  
	

  2008


  	

   


  	

  101.458


  	

  %


  










 




and thereafter 100% of the principal amount, in each case together with

accrued and unpaid interest, if any, to the Redemption Date (subject to the

right of the Holders of record on relevant record dates to receive interest due

on an Interest Payment Date).




 




(c)           At any time on or

prior to December 15, 2004, the Company may redeem up to 25% of the principal

amount of Securities issued under the Indenture with the net proceeds of a

Public Equity Offering of the Company at 108.75% of the aggregate principal

amount, together with accrued and unpaid interest, if any, to the Redemption

Date (subject to the right of Holders of record on relevant record dates to

receive interest due on an Interest Payment Date).”




 




Section

1102.  Applicability of Article.




 




Redemption of Securities at the election of the Company or otherwise,

as permitted or required by any provision of this Indenture, shall be made in

accordance with such provision and this Article.




 




Section

1103.  Election to Redeem; Notice to Trustee.




 




The election of the Company to redeem any Securities pursuant to

Section 1101 shall be evidenced by a Company Order and an Officers’

Certificate.  In case of any redemption

at the election of the Company, the Company shall, not less than 45 nor more

than 60 days prior to the Redemption Date fixed by the Company (unless a

shorter notice period shall be satisfactory to the Trustee), notify the Trustee

in writing of such Redemption Date and of the principal amount of Securities to

be redeemed.




 




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Section

1104.  Selection by Trustee of Securities to

Be Redeemed.




 




If less than all the Securities are to be redeemed, the particular

Securities or portions thereof to be redeemed shall be selected not more than

30 days prior to the Redemption Date by the Trustee, from the Outstanding

Securities not previously called for redemption, pro rata, by lot or such other

method as the Trustee shall deem fair and reasonable, and the amounts to be

redeemed may be equal to $1,000 or any integral multiple thereof.




 




The Trustee shall promptly notify the Company and the Security

Registrar in writing of the Securities selected for redemption and, in the case

of any Securities selected for partial redemption, the principal amount thereof

to be redeemed.




 




For all purposes of this Indenture, unless the context otherwise

requires, all provisions relating to redemption of Securities shall relate, in

the case of any Security redeemed or to be redeemed only in part, to the portion

of the principal amount of such Security which has been or is to be redeemed.




 




Section

1105.  Notice of Redemption.




 




Notice of redemption shall be given by first-class

mail, postage prepaid, mailed not less than 30 nor more than 60 days prior

to the Redemption Date, to each Holder of Securities to be redeemed, at his

address appearing in the Security Register.




 




All notices of redemption shall state:




 




(a)           the Redemption Date;




 




(b)           the Redemption

Price;




 




(c)           if less than all

Outstanding Securities are to be redeemed, the identification of the particular

Securities to be redeemed;




 




(d)           in the case of a

Security to be redeemed in part, the principal amount of such Security to be

redeemed and that after the Redemption Date upon surrender of such Security,

new Security or Securities in the aggregate principal amount equal to the

unredeemed portion thereof will be issued;




 




(e)           that Securities

called for redemption must be surrendered to the Paying Agent to collect the

Redemption Price;




 




(f)            that on the

Redemption Date the Redemption Price will become due and payable upon each such

Security or portion thereof, and that (unless the Company 




 




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shall default in payment of the Redemption Price) interest thereon shall

cease to accrue on and after said date;




 




(g)           the place or places

where such Securities are to be surrendered for payment of the Redemption

Price; and




 




(h)           the CUSIP number, if

any, relating to such Securities.




 




Notice of redemption of Securities to be redeemed at the election of

the Company shall be given by the Company or, at the Company’s written request,

by the Trustee in the name and at the expense of the Company.




 




The notice if mailed in the manner herein provided shall be

conclusively presumed to have been given, whether or not the Holder receives

such notice.  In any case, failure to

give such notice to any Holder of any Security designated for redemption as a

whole or in part, or any defect in any such notice, shall not affect the

validity of the proceedings for the redemption of any other Security.




 




Section

1106.  Deposit of Redemption Price.




 




On or prior to any Redemption Date, the Company shall deposit with the

Trustee or with a Paying Agent (or, if the Company is acting as its own Paying

Agent, segregate and hold in trust as provided in Section 1003) an amount of

money in same day funds sufficient to pay the Redemption Price of and (except

if the Redemption Date shall be an Interest Payment Date) accrued interest on,

all the Securities or portions thereof which are to be redeemed on that

date.  When the Redemption Date falls on

an Interest Payment Date, payments of interest due on such date are to be paid

as provided hereunder as if no such redemption were occurring.




 




Section

1107.  Securities Payable on Redemption Date.




 




Notice of redemption having been given as aforesaid, the Securities so

to be redeemed shall, on the Redemption Date, become due and payable at the

Redemption Price therein specified and from and after such date (unless the

Company shall default in the payment of the Redemption Price and accrued

interest) such Securities shall cease to bear interest.  Upon surrender of any such Security for

redemption in accordance with said notice, such Security shall be paid by the

Company at the Redemption Price together with accrued interest to the

Redemption Date; provided, however, that installments of interest

whose Stated Maturity is on or prior to the Redemption Date shall be payable to

the Holders of such Securities, or one or more Predecessor Securities,

registered as such on the relevant Regular Record Dates according to the terms

and the provisions of Section 309.




 




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If any Security called for redemption shall not be so paid upon surrender

thereof for redemption, the principal and premium, if any, shall, until paid,

bear interest from the Redemption Date at the rate borne by such Security.




 




Section

1108.  Securities Redeemed or Purchased in

Part.




 




Any Security which is to be redeemed or purchased only in part shall be

surrendered to the Paying Agent at the office or agency maintained for such

purpose pursuant to Section 1002 (with, if the Company, the Security Registrar

or the Trustee so requires, due endorsement by, or a written instrument of

transfer in form satisfactory to the Company, the Security Registrar or the

Trustee duly executed by, the Holder thereof or such Holder’s attorney duly

authorized in writing), and the Company shall execute, and the Trustee shall

authenticate and deliver to the Holder of such Security without service charge,

a new Security or Securities, of any authorized denomination as requested by

such Holder in aggregate principal amount equal to, and in exchange for, the

unredeemed portion of the principal of the Security so surrendered that is not

redeemed or purchased.




 




ARTICLE TWELVE




 




SUBORDINATION OF

SECURITIES




 




Section

1201.  Securities Subordinate to Senior

Indebtedness.




 




The Company covenants and agrees, and each Holder of a Security, by his

acceptance thereof, likewise covenants and agrees, that, to the extent and in

the manner hereinafter set forth in this Article, the Indebtedness represented

by the Securities and the payment of the principal of, premium, if any, and

interest on each and all of the Securities and all other Indenture Obligations

are hereby expressly made subordinate and subject in right of payment as

provided in the Indenture to the prior payment in full, in cash or Cash

Equivalents or in any other form as acceptable to the holders of Senior

Indebtedness, of all Senior Indebtedness, whether outstanding on the date of

the Indenture or thereafter incurred.




 




This Article Twelve shall constitute a continuing offer to all Persons

who, in reliance upon such provisions, become holders of, or continue to hold

Senior Indebtedness; and such provisions are made for the benefit of the

holders of Senior Indebtedness; and such holders are made obligees hereunder

and they or each of them may enforce such provisions.




 




Section

1202.  Payment Over of Proceeds Upon

Dissolution, etc.




 




In the event of (a) any insolvency or bankruptcy case or

proceeding, or any receivership, liquidation, reorganization or other similar

case or proceeding in connection




 




132





























 




 therewith, relative to the

Company or to its creditors, as such, or to its assets, or (b) any

liquidation, dissolution or other winding up of the Company, whether voluntary

or involuntary and whether or not involving insolvency or bankruptcy, or

(c) any assignment for the benefit of creditors or any other marshaling of

assets or liabilities of the Company, then and in any such event:




 




(1)           the holders of

Senior Indebtedness shall be entitled to receive payment in full in cash or

Cash Equivalents or in any other form as acceptable to the holders of Senior

Indebtedness, of all amounts due on or in respect of all Senior Indebtedness,

before the Holders of the Securities are entitled to receive any payment or

distribution of any kind or character (excluding Permitted Junior Securities)

on account of the principal of, premium, if any, or interest on the Securities

or any other Indenture Obligations; and




 




(2)           any payment or

distribution of assets of the Company of any kind or character, whether in

cash, property or securities (excluding Permitted Junior Securities), by

set-off or otherwise, to which the Holders or the Trustee would be entitled but

for the provisions of this Article shall be paid by the liquidating trustee or

agent or other Person making such payment or distribution, whether a trustee in

bankruptcy, a receiver or liquidating trustee or otherwise, directly to the

holders of Senior Indebtedness or their representative or representatives or to

the trustee or trustees under any indenture under which any instruments

evidencing any of such Senior Indebtedness may have been issued, ratably

according to the aggregate amounts remaining unpaid on account of the Senior

Indebtedness held or represented by each, to the extent necessary to make

payment in full in cash or Cash Equivalents or in any other form as acceptable

to the Holders of Senior Indebtedness, of all Senior Indebtedness remaining

unpaid, after giving effect to any concurrent payment or distribution to the

holders of such Senior Indebtedness; and




 




(3)           in the event that,

notwithstanding the foregoing provisions of this Section, the Trustee or the

Holder of any Security shall have received any payment or distribution of

assets of the Company of any kind or character, whether in cash, property or

securities, in respect of principal, premium, if any, and interest on the

Securities or any other Indenture Obligations before all Senior Indebtedness is

paid in full, then and in such event such payment or distribution (excluding

Permitted Junior Securities) shall be paid over or delivered forthwith to the

trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee,

agent or other person making payment or distribution of assets of the Company

for application to the payment of all Senior Indebtedness remaining unpaid, to

the extent necessary to pay all Senior Indebtedness in full in cash or Cash

Equivalents or in any other form as acceptable to the Holders of Senior

Indebtedness, after giving effect to any concurrent payment or distribution to

or for the holders of Senior Indebtedness.




 




The consolidation of the Company with, or the merger of the Company

with or into, another Person or the liquidation or dissolution of the Company

following the sale,




 




133





























 




assignment, conveyance, transfer, lease or other disposal of all or

substantially all of the Company’s properties or assets to another Person upon

the terms and conditions set forth in Article Eight shall not be deemed a

dissolution, winding up, liquidation, reorganization, assignment for the

benefit of creditors or marshaling of assets and liabilities of the Company for

the purposes of this Section if the Person formed by such consolidation or the

surviving entity of such merger or the Person which acquires by sale,

assignment, conveyance, transfer, lease or other disposal of all or

substantially all of the Company’s properties or assets, as the case may be,

shall, as a part of such consolidation, merger, sale, assignment, conveyance,

transfer, lease or other disposal, comply with the conditions set forth in

Article Eight.




 




Section

1203.  Suspension of Payment When Senior

Indebtedness in Default.




 




(a)           Unless Section 1202

shall be applicable, upon the occurrence of a Payment Default, no payment

(other than any payments previously made pursuant to the provisions described

in Article Four) or distribution of any assets of the Company of any kind or

character (excluding Permitted Junior Securities) shall be made by the Company

on account of principal of, premium, if any, or interest on, the Securities or

any other Indenture Obligations or on account of the purchase, redemption,

defeasance (whether under Section 402 or 403) or other acquisition of or in

respect of the Securities unless and until such Payment Default shall have been

cured or waived or shall have ceased to exist or the Designated Senior

Indebtedness with respect to which such Payment Default shall have occurred

shall have been discharged or paid in full in cash or Cash Equivalents or in

any other form as acceptable to the Holders of Senior Indebtedness, after which

the Company shall resume making any and all required payments in respect of the

Securities, including any missed payments.




 




(b)           Unless Section 1202

shall be applicable, upon (1) the occurrence of a Non-payment Default and

(2) after receipt by the Trustee and the Company from a representative of

the holders of any Designated Senior Indebtedness (a “Senior Representative”)

of written notice of such occurrence, no payment (other than any payments previously

made pursuant to the provisions described in Article Four) or distribution of

any assets of the Company of any kind or character (excluding Permitted Junior

Securities) shall be made by the Company on account of any principal of,

premium, if any, or interest on, the Securities or any other Indenture

Obligations or on account of the purchase, redemption, defeasance or other

acquisition of or in respect of Securities for a period (“Payment Blockage

Period”) commencing on the date of receipt by the Trustee of such notice unless

and until the earliest of (subject to any blockage of payments that may then or

thereafter be in effect under subsection (a) of this Section 1203)

(x) 179 days having elapsed since receipt of such written notice by

the Trustee (provided any Designated Senior Indebtedness as to which notice was

given shall theretofore have not been accelerated), (y) the date such

Non-payment Default and all 




 




134





























 




other Non-payment Defaults as to which notice is also given after such

period is initiated shall have been cured or waived or shall have ceased to

exist or the Designated Senior Indebtedness related thereto shall have been

discharged or paid in full in cash or Cash Equivalents or in any other form as

acceptable to the Holders of Designated Senior Indebtedness, or (z) the

date on which such Payment Blockage Period (and all Non-payment Defaults as to

which notice is given after such Payment Blockage Period is initiated) shall

have been terminated by written notice to the Company or the Trustee from the

representative of holders of Designated Senior Indebtedness, or the holders of

at least a majority of the Designated Senior Indebtedness, that initiated such

Payment Blockage Period, after which, in each such case, the Company shall

promptly resume making any and all required payments in respect of the

Securities, including any missed payments. 

Notwithstanding any other provision of this Indenture, in no event shall

a Payment Blockage Period extend beyond 179 days from the date of the receipt

by the Company or the Trustee of the notice referred to in clause (2) of this

paragraph (b) (the “Initial Blockage Period”). 

Any number of notices of Non-payment Defaults may be given during the

Initial Blockage Period; provided that during any 365-day consecutive

period only one Payment Blockage Period during which payment of principal of,

or interest on, the Securities may not be made may commence and the duration of

the Payment Blockage Period may not exceed 179 days.  No Non-payment Default with respect to Designated Senior

Indebtedness which existed or was continuing on the date of the commencement of

any Payment Blockage Period will be, or can be, made the basis for the

commencement of a second Payment Blockage Period, whether or not within a

period of 365 consecutive days, unless such default shall have been cured or

waived for a period of not less than 90 consecutive days.




 




(c)           In the event that,

notwithstanding the foregoing, the Company shall make any payment to the

Trustee or the Holder of any Security prohibited by the foregoing provisions of

this Section, then and in such event such payment shall be paid over and

delivered forthwith to a Senior Representative of the holders of the Designated

Senior Indebtedness or as a court of competent jurisdiction shall direct.




 




Section

1204.  Payment Permitted if No Default.




 




Nothing contained in this Article, elsewhere in this Indenture or in

any of the Securities shall prevent the Company, at any time except during the

pendency of any case, proceeding, dissolution, liquidation or other winding up,

assignment for the benefit of creditors or other marshaling of assets and

liabilities of the Company referred to in Section 1202 or under the

conditions described in Section 1203, from making payments at any time of

principal of, premium, if any, or interest on the Securities.




 




135





























 




Section

1205.  Subrogation to Rights of Holders of

Senior Indebtedness.




 




Subject to the payment in full of all Senior Indebtedness in cash or

Cash Equivalents or in any other form as acceptable to the holders of Senior

Indebtedness, the Holders of the Securities shall be subrogated to the rights

of the holders of such Senior Indebtedness to receive payments and

distributions of cash, property and securities applicable to the Senior

Indebtedness until the principal of, premium, if any, and interest on the

Securities shall be paid in full.  For

purposes of such subrogation, no payments or distributions to the holders of

Senior Indebtedness of any cash, property or securities to which the Holders or

the Trustee would be entitled except for the provisions of this Article, and no

payments over pursuant to the provisions of this Article to the holders of Senior

Indebtedness by Holders of the Securities or the Trustee, shall, as among the

Company, its creditors other than holders of Senior Indebtedness, and the

Holders of the Securities, be deemed to be a payment or distribution by the

Company to or on account of the Senior Indebtedness.




 




Section

1206.  Provisions Solely to Define Relative

Rights.




 




The provisions of this Article are intended solely for the purpose of

defining the relative rights of the Holders of the Securities on the one hand

and the holders of Senior Indebtedness on the other hand.  Nothing contained in this Article or

elsewhere in this Indenture or in the Securities is intended to or shall

(a) impair, as among the Company, its creditors other than holders of

Senior Indebtedness and the Holders of the Securities, the obligation of the

Company, which is absolute and unconditional, to pay to the Holders of the

Securities the principal of, premium, if any, and interest on the Securities as

and when the same shall become due and payable in accordance with their terms;

or (b) affect the relative rights against the Company of the Holders of

the Securities and creditors of the Company other than the holders of Senior

Indebtedness; or (c) prevent the Trustee or the Holder of any Security from

exercising all remedies otherwise permitted by applicable law upon default

under this Indenture, subject to the rights, if any, under this Article of the

holders of Senior Indebtedness (1) in any case, proceeding, dissolution,

liquidation or other winding up, assignment for the benefit of creditors or

other marshaling of assets and liabilities of the Company referred to in

Section 1202, to receive, pursuant to and in accordance with such Section,

cash, property and securities otherwise payable or deliverable to the Trustee

or such Holder, or (2) under the conditions specified in Section 1203, to

prevent any payment prohibited by such Section or enforce their rights pursuant

to Section 1203(c).




 




Section

1207.  Trustee to Effectuate Subordination.




 




Each Holder of a Security by his acceptance thereof authorizes and

directs the Trustee on his behalf to take such action as may be necessary or

appropriate to effectuate the subordination provided in this Article and

appoints the Trustee his attorney-in-fact for 




 




136





























 




any and all such purposes, including, in the event of any dissolution,

winding-up, liquidation or reorganization of the Company whether in bankruptcy,

insolvency, receivership proceedings, or otherwise, the timely filing of a

claim for the unpaid balance of the Indebtedness of the Company owing to such

Holder in the form required in such proceedings and the causing of such claim

to be approved.




 




Section

1208.  No Waiver of Subordination Provisions.




 




(a)           No right of any

present or future holder of any Senior Indebtedness to enforce subordination as

herein provided shall at any time in any way be prejudiced or impaired by any

act or failure to act on the part of the Company or by any act or failure to

act by any such holder, or by any non-compliance by the Company with the terms,

provisions and covenants of this Indenture, regardless of any knowledge thereof

any such holder may have or be otherwise charged with.




 




(b)           Without limiting the

generality of Subsection (a) of this Section and notwithstanding any other

provision contained herein, the holders of Senior Indebtedness may, at any time

and from time to time, without the consent of or notice to the Trustee or the

Holders of the Securities, without incurring responsibility to the Holders of

the Securities and without impairing or releasing the subordination provided in

this Article or the obligations hereunder of the Holders of the Securities to

the holders of Senior Indebtedness, do any one or more of the following:  (1) change the manner, place or terms

of payment or extend the time of payment of, or renew or alter, Senior

Indebtedness or any instrument evidencing the same or any agreement under which

Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise

deal with any property pledged, mortgaged or otherwise securing Senior

Indebtedness; (3) release any Person liable in any manner for the

collection or payment of Senior Indebtedness; and (4) exercise or refrain

from exercising any rights against the Company and any other Person; provided,

however, that in no event shall any such actions limit the right of the

Holders of the Securities to take any action to accelerate the maturity of the

Securities in accordance with the provisions set forth in Article Five or

to pursue any rights or remedies under this Indenture or under applicable laws

if the taking of such action does not otherwise violate the terms of this

Article.




 




Section

1209.  Notice to Trustee.




 




(a)           The Company shall

give prompt written notice to the Trustee of any fact known to the Company

which would prohibit the making of any payment to or by the Trustee in respect

of the Securities or other Indenture Obligations.  Notwithstanding the provisions of this Article or any provision

of this Indenture, the Trustee shall not be charged with knowledge of the

existence of any facts which would prohibit the making of any payment to or by

the Trustee in respect of the Securities, unless and until the Trustee shall

have received written notice thereof from the Company or a holder of Senior




 




137





























 




Indebtedness or from a Senior Representative or any trustee, fiduciary

or agent therefor; and, prior to the receipt of any such written notice, the

Trustee shall be entitled in all respects to assume that no such facts exist; provided,

however, that if the Trustee shall not have received the notice provided

for in this Section prior to the date upon which by the terms hereof any money

may become payable for any purpose (including, without limitation, the payment

of the principal of, premium, if any, or interest on any Security or other

Indenture Obligations), then, anything herein contained to the contrary

notwithstanding but without limiting the rights and remedies of the holders of

Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee

shall have full power and authority to receive such money and to apply the same

to the purpose for which such money was received and shall not be affected by any

notice to the contrary which may be received by it after such date; nor shall

the Trustee be charged with knowledge of the curing of any such default or the

elimination of the act or condition preventing any such payment unless and

until the Trustee shall have received an Officers’ Certificate to such effect.




 




(b)           The Trustee shall be

entitled to rely on the delivery to it of a written notice to the Trustee and

the Company by a Person representing himself to be a Senior Representative or a

holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to

establish that such notice has been given by a Senior Representative or a

holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided,

however, that failure to give such notice to the Company shall not

affect in any way the ability of the Trustee to rely on such notice.  In the event that the Trustee determines in

good faith that further evidence is required with respect to the right of any

Person as a holder of Senior Indebtedness to participate in any payment or

distribution pursuant to this Article, the Trustee may request such Person to

furnish evidence to the reasonable satisfaction of the Trustee as to the amount

of Senior Indebtedness held by such Person, the extent to which such Person is

entitled to participate in such payment or distribution and any other facts

pertinent to the rights of such Person under this Article, and if such evidence

is not furnished, the Trustee may defer any payment to such Person pending judicial

determination as to the right of such Person to receive such payment.




 




Section

1210.  Reliance on Judicial Order or

Certificate of Liquidating Agent.




 




Upon any payment or distribution of assets of the Company referred to

in this Article, the Trustee and the Holders of the Securities shall be

entitled to rely upon any order or decree entered by any court of competent

jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,

reorganization, dissolution, winding up or similar case or proceeding is

pending, or a certificate of the trustee in bankruptcy, receiver, liquidating

trustee, custodian, assignee for the benefit of creditors, agent or other

person making such payment or distribution, delivered to the Trustee or to the

Holders of Securities, for the purpose of ascertaining the Persons entitled to

participate in such 




 




138





























 




payment or distribution, the holders of Senior Indebtedness and other

Indebtedness of the Company, the amount thereof or payable thereon, the amount

or amounts paid or distributed thereon and all other facts pertinent thereto or

to this Article, provided that the foregoing shall apply only if such

court has been fully apprised of the provisions of this Article.




 




Section

1211.  Rights of Trustee as a Holder

of Senior Indebtedness; Preservation of Trustee’s Rights.




 




The Trustee in its individual capacity shall be entitled to all the

rights set forth in this Article with respect to any Senior Indebtedness which

may at any time be held by it, to the same extent as any other holder of Senior

Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of

its rights as such holder.  Nothing in

this Article shall apply to claims of, or payments to, the Trustee under or

pursuant to Section 606.




 




Section

1212.  Article Applicable to Paying Agents.




 




In case at any time any Paying Agent other than the Trustee shall have

been appointed by the Company and be then acting under this Indenture, the term

“Trustee” as used in this Article shall in such case (unless the context

otherwise requires) be construed as extending to and including such Paying

Agent within its meaning as fully for all intents and purposes as if such

Paying Agent were named in this Article in addition to or in place of the

Trustee; provided, however, that Section 1211 shall not apply to

the Company or any Affiliate of the Company if it or such Affiliate acts as

Paying Agent.




 




Section

1213.  No Suspension of Remedies.




 




Nothing contained in this Article shall limit the right of the Trustee

or the Holders of Securities to take any action to accelerate the maturity of

the Securities pursuant to Article Five and as set forth in this Indenture or

to pursue any rights or remedies hereunder or under applicable law, subject to

the rights, if any, under this Article of the holders, from time to time, of

Senior Indebtedness to receive the cash, property or securities receivable upon

the exercise of such rights or remedies.




 




Section

1214.  Trustee’s Relation to Senior

Indebtedness.




 




With respect to the holders of Senior Indebtedness, the Trustee

undertakes to perform or to observe only such of its covenants and obligations

as are specifically set forth in this Article, and no implied covenants or

obligations with respect to the holders of Senior Indebtedness shall be read

into this Article against the Trustee. 

The Trustee shall not be deemed to owe any fiduciary duty to the holders

of Senior Indebtedness and the Trustee shall not be liable to any holder of

Senior Indebtedness if it shall mistakenly




 




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 in the absence of gross

negligence or willful misconduct pay over or deliver to Holders, the Company or

any other Person moneys or assets to which any holder of Senior Indebtedness

shall be entitled by virtue of this Article or otherwise.




 




ARTICLE THIRTEEN




 




SATISFACTION AND

DISCHARGE




 




Section

1301.  Satisfaction and Discharge of Indenture.




 




This Indenture shall cease to be of further effect (except as to

surviving rights of registration of transfer or exchange of Securities herein,

rights to payment, including Penalty Interest, and rights to replacement of

stolen, lost or mutilated Securities expressly provided for) and the Trustee,

on demand of and at the expense of the Company, shall execute proper

instruments acknowledging satisfaction and discharge of this Indenture, when




 




(a)           either




 




(1)           all the Securities theretofore

authenticated and delivered (other than (i) Securities which have been

destroyed, lost or stolen and which have been replaced or paid as provided in

Section 308 or (ii) all Securities for whose payment United States dollars

have theretofore been deposited in trust or segregated and held in trust by the

Company and thereafter repaid to the Company or discharged from such trust, as

provided in Section 1003) have been delivered to the Trustee for cancellation;

or




 




(2)           all such Securities not theretofore

delivered to the Trustee for cancellation (x) have becomzxe due and

payable, (y) will become due and payable at their Stated Maturity within

one year, or (z) are to be called for redemption within one year under

arrangements satisfactory to the Trustee for the giving of notice of redemption

by the Trustee in the name, and at the expense, of the Company, and the Company

or any Guarantor, in the case of (2)(x),(y) or (z) above, has irrevocably

deposited or caused to be deposited with the Trustee as trust funds in trust

for the purpose an amount in United States dollars sufficient to pay and

discharge the entire Indebtedness on the Securities not theretofore delivered

to the Trustee for cancellation, for the principal of, premium, if any, and

accrued interest at such Stated Maturity or Redemption Date;




 




(b)           the

Company or any Guarantor has paid or caused to be paid all other sums payable

hereunder by the Company or any Guarantor; and




 




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(c)           the Company has

delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel

stating that (i) all conditions precedent herein provided for relating to

the satisfaction and discharge of this Indenture have been complied with and

(ii) such satisfaction and discharge will not result in a breach or

violation of or constitute a default under, this Indenture or any other

material agreement or instrument to which the Company or any Guarantor is a

party or by which the Company or any Guarantor is bound.




 




Opinions of Counsel required to be delivered under this Section may

have qualifications customary for opinions of the type required and counsel

delivering such Opinions of Counsel may rely on certificates of the Company or

government or other officials customary for opinions of the type required,

including certificates certifying as to matters of fact, including that various

financial covenants have been complied with.




 




Notwithstanding the satisfaction and discharge of this Indenture, the

obligations of the Company to the Trustee under Section 606 and, if United

States dollars shall have been deposited with the Trustee pursuant to subclause

(2) of Subsection (a) of this Section, the obligations of the Trustee

under Section 1302 and the last paragraph of Section 1003 shall

survive.




 




Section 1302.  Application of Trust Money.




 




Subject to the provisions of the last paragraph of Section 1003,

all United States dollars deposited with the Trustee pursuant to

Section 1301 shall be held in trust and applied by it, in accordance with

the provisions of the Securities and this Indenture (including, without

limitation, Section 605), to the payment, either directly or through any Paying

Agent (including the Company acting as its own Paying Agent) as the Trustee may

determine, to the Persons entitled thereto, of the principal of, premium, if

any, and interest on the Securities for whose payment such United States

dollars have been deposited with the Trustee.




 




ARTICLE FOURTEEN




 




GUARANTEE




 




Section

1401.  Guarantors’ Guarantee.




 




For value received, each of the Guarantors, in accordance with this

Article Fourteen, hereby absolutely, unconditionally and irrevocably

guarantees, jointly and severally, to the Trustee and the Holders, as if the

Guarantors were the principal debtor, the punctual payment and performance when

due of all Indenture Obligations (which for purposes of this Guarantee shall also

be deemed to include all commissions, fees, charges,




 




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costs and other expenses (including reasonable legal fees and

disbursements of one counsel in connection with any one action or separate but

similar or related actions in the same jurisdiction arising out of the same

general allegations or circumstances) arising out of or incurred by the Trustee

or the Holders in connection with the enforcement of this Guarantee).




 




Section

1402.  Continuing Guarantee; No Right

of Set-Off; Independent Obligation.




 




(a)           This Guarantee shall

be a continuing guarantee of the payment and performance of all Indenture

Obligations and shall remain in full force and effect until the payment in full

of all of the Indenture Obligations and shall apply to and secure any ultimate

balance due or remaining unpaid to the Trustee or the Holders; and this

Guarantee shall not be considered as wholly or partially satisfied by the

payment or liquidation at any time or from time to time of any sum of money for

the time being due or remaining unpaid to the Trustee or the Holders.  Each Guarantor, jointly and severally,

covenants and agrees to comply with all obligations, covenants, agreements and

provisions applicable to it in this Indenture including those set forth in

Article Eight.  Without limiting the

generality of the foregoing, each of the Guarantors’ liability shall extend to

all amounts which constitute part of the Indenture Obligations and would be

owed by the Company under this Indenture and the Securities but for the fact

that they are unenforceable, reduced, limited, impaired, suspended or not

allowable due to the existence of a bankruptcy, reorganization or similar

proceeding involving the Company.




 




(b)           Each Guarantor,

jointly and severally, hereby guarantees that the Indenture Obligations will be

paid to the Trustee without set-off or counterclaim or other reduction

whatsoever (whether for taxes, withholding or otherwise) in lawful currency of

the United States of America.




 




(c)           Each Guarantor,

jointly and severally, guarantees that the Indenture Obligations shall be paid

strictly in accordance with their terms regardless of any law, regulation or

order now or hereafter in effect in any jurisdiction affecting any of such

terms or the rights of the holders of the Securities.




 




(d)           Each Guarantor’s

liability under this Guarantee to pay or perform or cause the performance of

the Indenture Obligations shall arise forthwith after demand for payment or

performance by the Trustee has been given to the Guarantors in the manner

prescribed in Section 106 hereof.




 




(e)           Except as provided

herein, the provisions of this Article Fourteen cover all agreements between

the parties hereto relative to this Guarantee and none of the parties shall be

bound by any representation, warranty or promise made by any Person relative

thereto which is not embodied herein; and it is specifically acknowledged and 




 




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agreed that this Guarantee has been delivered by each Guarantor free of

any conditions whatsoever and that no representations, warranties or promises

have been made to any Guarantor affecting its liabilities hereunder, and that

the Trustee shall not be bound by any representations, warranties or promises

now or at any time hereafter made by the Company to any Guarantor.




 




Section

1403.  Guarantee Absolute.




 




The obligations of the Guarantors hereunder are independent of the

obligations of the Company under the Securities and this Indenture and a separate

action or actions may be brought and prosecuted against any Guarantor whether

or not an action or proceeding is brought against the Company and whether or

not the Company is joined in any such action or proceeding.  The liability of the Guarantors hereunder is

irrevocable, absolute and unconditional and (to the extent permitted by law)

the liability and obligations of the Guarantors hereunder shall not be

released, discharged, mitigated, waived, impaired or affected in whole or in

part by:




 




(a)        any defect or lack of validity or

enforceability in respect of any Indebtedness or other obligation of the

Company or any other Person under this Indenture or the Securities, or any

agreement or instrument relating to any of the foregoing;




 




(b)        any grants of time, renewals,

extensions, indulgences, releases, discharges or modifications which the

Trustee or the Holders may extend to, or make with, the Company, any Guarantor

or any other Person, or any change in the time, manner or place of payment of,

or in any other term of, all or any of the Indenture Obligations, or any other

amendment or waiver of, or any consent to or departure from, this Indenture or

the Securities, including any increase or decrease in the Indenture

Obligations;




 




(c)        the taking of security from the Company,

any Guarantor or any other Person, and the release, discharge or alteration of,

or other dealing with, such security;




 




(d)        the occurrence of any change in the

laws, rules, regulations or ordinances of any jurisdiction by any present or

future action of any governmental authority or court amending, varying,

reducing or otherwise affecting, or purporting to amend, vary, reduce or

otherwise affect, any of the Indenture Obligations and the obligations of any

Guarantor hereunder;




 




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(e)        the abstention from taking security from

the Company, any Guarantor or any other Person or from perfecting, continuing

to keep perfected or taking advantage of any security;




 




(f)         any loss, diminution of value or lack

of enforceability of any security received from the Company, any Guarantor or

any other Person, and including any other guarantees received by the Trustee;




 




(g)        any other dealings with the Company, any

Guarantor or any other Person, or with any security;




 




(h)        the Trustee’s or the Holders’ acceptance

of compositions from the Company or any Guarantor;




 




(i)         the application by the Holders or the

Trustee of all monies at any time and from time to time received from the

Company, any Guarantor or any other Person on account of any indebtedness and

liabilities owing by the Company or any Guarantor to the Trustee or the

Holders, in such manner as the Trustee or the Holders deems best and the

changing of such application in whole or in part and at any time or from time

to time, or any manner of application of collateral, if any, or proceeds

thereof, to all or any of the Indenture Obligations, or the manner of sale of

any such collateral;




 




(j)         the release or discharge of the Company

or any Guarantor of the Securities or of any Person liable directly as surety

or otherwise by operation of law or otherwise for the Securities, other than an

express release in writing given by the Trustee, on behalf of the Holders, of

the liability and obligations of any Guarantor hereunder;




 




(k)        any change in the name, business,

capital structure or governing instrument of the Company or any Guarantor or

any refinancing or restructuring of any of the Indenture Obligations;




 




(l)         the sale of the Company’s or any

Guarantor’s business or any part thereof;




 




(m)       subject to Section 1414, any merger or

consolidation, arrangement or reorganization of the Company, any Guarantor, any

Person resulting from the merger or consolidation of the Company or any

Guarantor with any other Person or any other successor to such Person or merged

or consolidated Person or any other change in the 




 




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corporate existence,

structure or ownership of the Company or any Guarantor;




 




(n)        the insolvency, bankruptcy, liquidation,

winding-up, dissolution, receivership or distribution of the assets of the

Company or its assets or any resulting discharge of any obligations of the

Company (whether voluntary or involuntary) or of any Guarantor or the loss of

corporate existence;




 




(o)        subject to Section 1414, any arrangement

or plan of reorganization affecting the Company or any Guarantor;




 




(p)        any other circumstance (including any

statute of limitations) that might otherwise constitute a defense available to,

or discharge of, the Company or any Guarantor; or




 




(q)        any modification, compromise, settlement

or release by the Trustee, or by operation of law or otherwise, of the

Indenture Obligations or the liability of the Company or any other obligor

under the Securities, in whole or in part, and any refusal of payment by the

Trustee, in whole or in part, from any other obligor or other guarantor in

connection with any of the Indenture Obligations, whether or not with notice

to, or further assent by, or any reservation of rights against, each of the

Guarantors.




 




Section

1404.  Right to Demand Full Performance.




 




In the event of any demand for payment or performance by the Trustee

from any Guarantor hereunder, the Trustee or the Holders shall have the right

to demand its full claim and to receive all dividends or other payments in

respect thereof until the Indenture Obligations have been paid in full, and the

Guarantors shall continue to be jointly and severally liable hereunder for any

balance which may be owing to the Trustee or the Holders by the Company under

this Indenture and the Securities.  The

retention by the Trustee or the Holders of any security, prior to the

realization by the Trustee or the Holders of its rights to such security upon

foreclosure thereon, shall not, as between the Trustee and any Guarantor, be

considered as a purchase of such security, or as payment, satisfaction or

reduction of the Indenture Obligations due to the Trustee or the Holders by the

Company or any part thereof.




 




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Section

1405.  Waivers.




 




(a)           Each Guarantor

hereby expressly waives (to the extent permitted by law) notice of the

acceptance of this Guarantee and notice of the existence, renewal, extension or

the non-performance, non-payment, or non-observance on the part of the Company

of any of the terms, covenants, conditions and provisions of this Indenture or

the Securities or any other notice whatsoever to or upon the Company or such

Guarantor with respect to the Indenture Obligations.  Each Guarantor hereby acknowledges communication to it of the

terms of this Indenture and the Securities and all of the provisions therein

contained and consents to and approves the same.  Each Guarantor hereby expressly waives (to the extent permitted

by law) diligence, presentment, protest and demand for payment.




 




(b)           Without prejudice to

any of the rights or recourses which the Trustee or the Holders may have

against the Company, each Guarantor hereby expressly waives (to the extent

permitted by law) any right to require the Trustee or the Holders to:




 




(i)                           initiate or exhaust any rights, remedies

or recourse against the Company, any Guarantor or any other Person;




 




(ii)                        value, realize upon, or dispose of any

security of the Company or any other Person held by the Trustee or the Holders;

or




 




(iii)                     initiate or exhaust any other remedy which the Trustee

or the Holders may have in law or equity;




 




before requiring or

becoming entitled to demand payment from such Guarantor under this Guarantee.




 




(c)           With respect to this

Section 1405, to the extent applicable to any Guarantor, each Guarantor

expressly waives application of Sections 26-7 through 26-9 of the North

Carolina General Statutes.




 




Section

1406.  The Guarantors Remain

Obligated in Event the Company Is No Longer Obligated to Discharge Indenture

Obligations.




 




It is the express intention of the Trustee and the Guarantors that if

for any reason the Company has no legal existence, is or becomes under no legal

obligation to discharge the Indenture Obligations owing to the Trustee or the

Holders by the Company or if any of the Indenture Obligations owing by the

Company to the Trustee or the Holders becomes irrecoverable from the Company by

operation of law or for any reason whatsoever, this Guarantee and the

covenants, agreements and obligations of the 




 




146





























 




Guarantors contained in this Article Fourteen shall nevertheless be

binding upon the Guarantors, as principal debtor, until such time as all such

Indenture Obligations have been paid in full to the Trustee and all Indenture

Obligations owing to the Trustee or the Holders by the Company have been

discharged, or such earlier time as Section 402 shall apply to the Securities

and the Guarantors shall be responsible for the payment thereof to the Trustee

or the Holders upon demand.




 




Section 1407.  Fraudulent Conveyance; Contribution ;

 Subrogation.




 




(a)           Each Guarantor that

is a Subsidiary of the Company, and by its acceptance hereof each Holder,

hereby confirms that it is the intention of all such parties that the Guarantee

by such Guarantor pursuant to its Guarantee not constitute a fraudulent

transfer or conveyance for purposes of the Bankruptcy Law, the Uniform

Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar

federal or state law.  To effectuate the

foregoing intention, the Holders and such Guarantor hereby irrevocably agree

that the obligations of such Guarantor under its Guarantee shall be limited to

the maximum amount which, after giving effect to all other contingent and fixed

liabilities of such Guarantor as of the date hereof, and after giving effect to

any collections from or payments made by or on behalf of any other Guarantor in

respect of the obligations of such other Guarantor under its Guarantee or

pursuant to its contribution obligations under this Indenture, will result in

the obligations of such Guarantor under its Guarantee not constituting such

fraudulent transfer or conveyance.




 




(b)           Each Guarantor that

makes a payment or distribution under its Guarantee shall be entitled to a

contribution from each other Guarantor, if any, in a pro rata amount based on

the net assets of each Guarantor, determined in accordance with GAAP.




 




(c)           Each Guarantor

hereby waives all rights of subrogation or contribution, whether arising by

contract or operation of law (including, without limitation, any such right

arising under federal bankruptcy law) or otherwise by reason of any payment by

it pursuant to the provisions of this Article Fourteen.




 




Section

1408.  Guarantee Is in Addition to Other

Security.




 




This Guarantee shall be in addition to and not in substitution for any

other guarantees or other security which the Trustee may now or hereafter hold

in respect of the Indenture Obligations owing to the Trustee or the Holders by

the Company and (except as may be required by law) the Trustee shall be under

no obligation to marshal in favor of each of the Guarantors any other

guarantees or other security or any moneys or other assets which the Trustee

may be entitled to receive or upon which the Trustee or the Holders may have a

claim.




 




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Section

1409.  Release of Security Interests.




 




Without limiting the generality of the foregoing and except as

otherwise provided in this Indenture, each Guarantor hereby consents and

agrees, to the fullest extent permitted by applicable law, that the rights of

the Trustee hereunder, and the liability of the Guarantors hereunder, shall not

be affected by any and all releases for any purpose of any collateral, if any,

from the Liens and security interests created by any collateral document and

that this Guarantee shall continue to be effective or be reinstated, as the

case may be, if at any time any payment of any of the Indenture Obligations is

rescinded or must otherwise be returned by the Trustee upon the insolvency,

bankruptcy or reorganization of the Company or otherwise, all as though such

payment had not been made.




 




Section

1410.  No Bar to Further Actions.




 




Except as provided by law, no action or proceeding brought or

instituted under Article Fourteen and this Guarantee and no recovery or

judgment in pursuance thereof shall be a bar or defense to any further action

or proceeding which may be brought under Article Fourteen and this Guarantee by

reason of any further default or defaults under Article Fourteen and this

Guarantee or in the payment of any of the Indenture Obligations owing by the

Company.




 




Section

1411.  Failure to Exercise Rights

Shall Not Operate as a Waiver; No Suspension of Remedies.




 




(a)           No failure to

exercise and no delay in exercising, on the part of the Trustee or the Holders,

any right, power, privilege or remedy under this Article Fourteen and this

Guarantee shall operate as a waiver thereof, nor shall any single or partial

exercise of any rights, power, privilege or remedy preclude any other or

further exercise thereof, or the exercise of any other rights, powers,

privileges or remedies.  The rights and

remedies herein provided for are cumulative and not exclusive of any rights or

remedies provided in law or equity.




 




(b)           Nothing contained in

this Article Fourteen shall limit the right of the Trustee or the Holders to

take any action to accelerate the maturity of the Securities pursuant to

Article Five or to pursue any rights or remedies hereunder or under applicable

law.




 




Section

1412.  Trustee’s Duties; Notice to Trustee.




 




(a)           Any provision in

this Article Fourteen or elsewhere in this Indenture allowing the Trustee to

request any information or to take any action authorized by, or on behalf of

any Guarantor, shall be permissive and shall not be obligatory on the Trustee




 




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 except as the Holders may

direct in accordance with the provisions of this Indenture or where the failure

of the Trustee to request any such information or to take any such action

arises from the Trustee’s negligence, bad faith or willful misconduct.




 




(b)           The Trustee shall

not be required to inquire into the existence, powers or capacities of the

Company, any Guarantor or the officers, directors or agents acting or

purporting to act on their respective behalf.




 




Section

1413.  Successors and Assigns.




 




All terms, agreements and conditions of this Article Fourteen shall

extend to and be binding upon each Guarantor and its successors and permitted

assigns and shall enure to the benefit of and may be enforced by the Trustee

and its successors and assigns; provided, however, that the

Guarantors may not assign any of their rights or obligations hereunder other

than in accordance with Article Eight.




 




Section

1414.  Release of Guarantee.




 




Concurrently with the payment in full of all of the Indenture

Obligations, the Guarantors shall be released from and relieved of their

obligations under this Article Fourteen. 

Upon the delivery by the Company to the Trustee of an Officer’s

Certificate and, if requested by the Trustee, an Opinion of Counsel to the

effect that the transaction giving rise to the release of this Guarantee was

made by the Company in accordance with the provisions of this Indenture and the

Securities, the Trustee shall execute any documents reasonably required in

order to evidence the release of the Guarantors from their obligations under

this Guarantee.  If any of the Indenture

Obligations are revived and reinstated after the termination of this Guarantee,

then all of the obligations of the Guarantors under this Guarantee shall be

revived and reinstated as if this Guarantee had not been terminated until such

time as the Indenture Obligations are paid in full, and each Guarantor shall

enter into an amendment to this Guarantee, reasonably satisfactory to the

Trustee, evidencing such revival and reinstatement.




 




This Guarantee shall terminate with respect to each Guarantor and shall

be automatically and unconditionally released and discharged as provided in

Section 1014(c).




 




Section

1415.  Execution of Guarantee.




 




To evidence the Guarantee, each Guarantor hereby agrees to execute the

guarantee substantially in the form set forth in Section 206, to be endorsed on

each Security authenticated and delivered by the Trustee and that this

Indenture shall be executed (1) on behalf of each corporate Guarantor by its

Chairman of the Board, its




 




149





























 




 President, or one of its Vice

Presidents and attested by its Secretary or one of its Assistant Secretaries,

(2) on behalf of each Guarantor that is a partnership, by one or more of its

general partners and (3) by each Guarantor that is a limited liability company,

by one or more of its managers or by its sole member.  The signature of any of these officers, partners, managers, or

members on the Securities may be manual or facsimile.




 




Section

1416.  Guarantee  Subordinate to Guarantor

Senior Indebtedness.




 




Each Guarantor covenants and agrees, and each Holder of a Guarantee, by

his acceptance thereof, likewise covenants and agrees, that, to the extent and

in the manner hereinafter set forth in this Article, the Indebtedness

represented by the Guarantees is hereby made subordinate and subject in right

of payment as provided in this Article to the prior payment in full in cash or

Cash Equivalents or in any other form as acceptable to the holders of Guarantor

Senior Indebtedness of all Guarantor Senior Indebtedness; provided, however,

that the Indebtedness represented by this Guarantee in all respects shall rank

equally with, or prior to, all existing and future Indebtedness of such

Guarantor that is expressly subordinated to such Guarantor’s Guarantor Senior

Indebtedness.




 




This Article Fourteen shall constitute a continuing offer to all

Persons who, in reliance upon such provisions, become holders of, or continue

to hold Guarantor Senior Indebtedness; and such provisions are made for the

benefit of the holders of Guarantor Senior Indebtedness; and such holders are

made obligees hereunder and they or each of them may enforce such provisions.




 




With respect to the relative rights of Holders and holders of Senior

Indebtedness and Guarantor Senior Indebtedness and for the purpose of Section

1407(a), each Holder of a Security by his acceptance thereof acknowledges that

all Senior Indebtedness and any guarantee by a Guarantor of such Senior

Indebtedness shall be deemed to have been incurred prior to the incurrence by

such Guarantor of its liability under its Guarantee.




 




Section

1417.  Payment Over of Proceeds Upon

Dissolution of the Guarantor, etc.




 




In the event of (a) any insolvency or bankruptcy case or

proceeding, or any receivership, liquidation, reorganization or other similar

case or proceeding in connection therewith, relative to any Guarantor or to its

creditors, as such, or to its assets, or (b) any liquidation, dissolution

or other winding up of any Guarantor, whether voluntary or involuntary and

whether or not involving insolvency or bankruptcy, or (c) any assignment

for the benefit of creditors or any other marshaling of assets or liabilities

of any Guarantor, then and in any such event:




 




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(1)           the holders of

Guarantor Senior Indebtedness shall be entitled to receive payment in full in

cash or Cash Equivalents or in any other form as acceptable to the holders of

Guarantor Senior Indebtedness of all amounts due on or in respect of all

Guarantor Senior Indebtedness, before the Holders of the Securities are

entitled to receive any payment or distribution of any kind or character

(excluding Permitted Guarantor Junior Securities) on account of the Guarantee

of such Guarantor; and




 




(2)           any payment or

distribution of assets of any Guarantor of any kind or character, whether in

cash, property or securities (excluding Permitted Guarantor Junior Securities),

by set-off or otherwise, to which the Holders or the Trustee would be entitled

but for the provisions of this Article shall be paid by the liquidating trustee

or agent or other Person making such payment or distribution, whether a trustee

in bankruptcy, a receiver or liquidating trustee or  otherwise, directly to the holders of Guarantor Senior

Indebtedness or their representative or representatives or to the trustee or

trustees under any indenture under which any instruments evidencing any of such

Guarantor Senior Indebtedness may have been issued, ratably according to the

aggregate amounts remaining unpaid on account of the Guarantor Senior

Indebtedness held or represented by each, to the extent necessary to make

payment in full in cash or Cash Equivalents or in any other form as acceptable

to the holders of Guarantor Senior Indebtedness of all Guarantor Senior

Indebtedness remaining unpaid, after giving effect to any concurrent payment or

distribution to the holders of such Guarantor Senior Indebtedness; and




 




(3)           in the event that,

notwithstanding the foregoing provisions of this Section, the Trustee or the

Holder of any Security shall have received any payment or distribution of

assets of any Guarantor of any kind or character, whether in cash, property or

securities, in respect of the Guarantee of such Guarantor before all Guarantor

Senior Indebtedness is paid in full, then and in such event such payment or

distribution (excluding Permitted Guarantor Junior Securities) shall be paid

over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating

trustee, custodian, assignee, agent or other person making payment or distribution

of assets of such Guarantor for application to the payment of all Guarantor

Senior Indebtedness remaining unpaid, to the extent necessary to pay all

Guarantor Senior Indebtedness in full in cash or Cash Equivalents or in any

other form as acceptable to the holders of Guarantor Senior Indebtedness after

giving effect to any concurrent payment or distribution to or for the holders

of Guarantor Senior Indebtedness.




 




The consolidation of any Guarantor with, or the merger of any Guarantor

with or into, another Person or the liquidation or dissolution of any Guarantor

following the sale, assignment, conveyance, transfer, lease or other disposal

of all or substantially all of such Guarantor’s properties or assets to another

Person upon the terms and conditions set forth in Article Eight shall not be

deemed a dissolution, winding up, liquidation, reorganization, assignment for

the benefit of creditors or marshaling of assets and




 




151





























 




 liabilities of such Guarantor

for the purposes of this Section if the Person formed by such consolidation or

the surviving entity of such merger or the Person which acquires by sale,

assignment, conveyance, transfer, lease or other disposal of all or

substantially all of such Guarantor’s properties and assets, as the case may

be, shall, as a part of such consolidation, merger, sale, assignment,

conveyance, transfer, lease or other disposal comply with the conditions set

forth in Article Eight.




 




Section

1418.  Default on Guarantor Senior

Indebtedness.




 




(a)           Upon the maturity of

any Guarantor Senior Indebtedness by lapse of time, acceleration or otherwise,

all principal thereof and interest thereon and other amounts due in connection

therewith shall first be paid in full or such payment duly provided for before

any payment is made by any of the Guarantors or any Person acting on behalf of

any of the Guarantors in respect of the Guarantee of such Guarantor.




 




(b)           No payment

(excluding payments in the form of Permitted Guarantor Junior Securities) shall

be made by any Guarantor in respect of its Guarantee during the period in which

Section 1417 shall be applicable, during any suspension of payments in effect

under Section 1203(a) of this Indenture or during any Payment Blockage Period in

effect under Section 1203(b) of this Indenture.




 




(c)           In the event that,

notwithstanding the foregoing, any Guarantor shall make any payment to the

Trustee or the Holder of its Guarantee prohibited by the foregoing provisions

of this Section, then and in such event such payment shall be paid over and

delivered forthwith to the representatives of Guarantor Senior Indebtedness or

as a court of competent jurisdiction shall direct.




 




Section

1419.  Payment Permitted by Each of the

Guarantors if No Default.




 




Nothing contained in this Article, elsewhere in this Indenture or in

any of the Securities shall prevent any Guarantor, at any time except during

the pendency of any case, proceeding, dissolution, liquidation or other winding

up, assignment for the benefit of creditors or other marshaling of assets and

liabilities of such Guarantor referred to in Section 1417 or under the

conditions described in Section 1418, from making payments at any time of

principal of, premium, if any, or interest on the Securities.




 




Section

1420.  Subrogation to Rights of

Holders of Guarantor Senior Indebtedness.




 




Subject to the payment in full of all Guarantor Senior Indebtedness in

cash or Cash Equivalents or in any other form acceptable to the holders of

Guarantor Senior Indebtedness, the Holders of the Securities shall be

subrogated to the rights of the holders of such Guarantor Senior Indebtedness

to receive payments and distributions of cash, 




 




152





























 




property and securities applicable to the Guarantor Senior Indebtedness

until the principal of, premium, if any, and interest on the Securities shall

be paid in full.  For purposes of such

subrogation, no payments or distributions to the holders of Guarantor Senior

Indebtedness of any cash, property or securities to which the Holders of the

Securities or the Trustee would be entitled except for the provisions of this

Article, and no payments over pursuant to the provisions of this Article to the

holders of Guarantor Senior Indebtedness by Holders of the Securities or the

Trustee, shall, as among any Guarantor, its creditors other than holders of

Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to

be a payment or distribution by such Guarantor to or on account of the Guarantor

Senior Indebtedness.




 




Section

1421.  Provisions Solely to Define Relative

Rights.




 




The provisions of Sections 1416 through 1429 of this Indenture are

intended solely for the purpose of defining the relative rights of the Holders

of the Securities on the one hand and the holders of Guarantor Senior

Indebtedness on the other hand.  Nothing

contained in this Article or elsewhere in this Indenture or in the Securities

is intended to or shall (a) impair, as among any Guarantor, its creditors

other than holders of Guarantor Senior Indebtedness and the Holders of the

Securities, the obligation of such Guarantor, which is absolute and

unconditional, to pay to the Holders of the Securities the principal of,

premium, if any, and interest on the Securities as and when the same shall

become due and payable in accordance with their terms; or (b) affect the

relative rights against each of the Guarantors of the Holders of the Securities

and creditors of each of the Guarantors other than the holders of Guarantor Senior

Indebtedness; or (c) prevent the Trustee or the Holder of any Security

from exercising all remedies otherwise permitted by applicable law upon default

under this Indenture, subject to the rights, if any, under this Article of the

holders of Guarantor Senior Indebtedness (1) in any case, proceeding,

dissolution, liquidation or other winding up, assignment for the benefit of

creditors or other marshaling of assets and liabilities of the Guarantors

referred to in Section 1417, to receive, pursuant to and in accordance with

such Section, cash, property and securities otherwise payable or deliverable to

the Trustee or such Holder, or (2) under the conditions specified in

Section 1418, to prevent any payment prohibited by such Section or enforce

their rights pursuant to Section 1418(c).




 




Section

1422.  Trustee to Effectuate Subordination.




 




Each Holder of a Security by his acceptance thereof authorizes and

directs the Trustee on his behalf to take such action as may be necessary or

appropriate to effectuate the subordination provided in this Article and

appoints the Trustee his attorney-in-fact for any and all such purposes,

including, in the event of any dissolution, winding-up, liquidation or

reorganization of any Guarantor whether in bankruptcy, insolvency, receivership

proceedings, or otherwise, the timely filing of a claim for the unpaid balance 




 




153





























 




of the indebtedness of any Guarantor owing to such Holder in the form

required in such proceedings and the causing of such claim to be approved.




 




Section

1423.  No Waiver of Subordination Provisions.




 




(a)           No right of any

present or future holder of any Guarantor Senior Indebtedness to enforce

subordination as herein provided shall at any time in any way be prejudiced or

impaired by any act or failure to act on the part of any Guarantor or by any

act or failure to act by any such holder, or by any non-compliance by any

Guarantor with the terms, provisions and covenants of this Indenture,

regardless of any knowledge thereof any such holder may have or be otherwise

charged with.




 




(b)           Without limiting the

generality of Subsection (a) of this Section and notwithstanding any other

provision contained herein, the holders of Guarantor Senior Indebtedness may,

at any time and from time to time, without the consent of or notice to the

Trustee or the Holders of the Securities, without incurring responsibility to

the Holders of the Securities and without impairing or releasing the

subordination provided in this Article or the obligations hereunder of the

Holders of the Securities to the holders of Guarantor Senior Indebtedness, do

any one or more of the following: 

(1) change the manner, place or terms of payment or extend the time

of payment of, or renew or alter, Guarantor Senior Indebtedness or any

instrument evidencing the same or any agreement under which Guarantor Senior

Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal

with any property pledged, mortgaged or otherwise securing Guarantor Senior

Indebtedness; (3) release any Person liable in any manner for the

collection or payment of Guarantor Senior Indebtedness; and (4) exercise

or refrain from exercising any rights against any of the Guarantors and any

other Person; provided, however, that in no event shall any such

actions limit the right of the Holders of the Securities to take any action to

accelerate the maturity of the Securities in accordance with the provisions set

forth in Article 5 or to pursue any rights or remedies under this Indenture

or under applicable laws if the taking of such action does not otherwise

violate the terms of this Article.




 




Section

1424.  Notice to Trustee by Each of the

Guarantors.




 




(a)           Each Guarantor shall

give prompt written notice to the Trustee of any fact known to such Guarantor

which would prohibit the making of any payment to or by the Trustee in respect

of the Guarantee.  Notwithstanding the

provisions of this Article or any provision of this Indenture, the Trustee

shall not be charged with knowledge of the existence of any facts which would

prohibit the making of any payment to or by the Trustee in respect of the

Securities, unless and until the Trustee shall have received written notice

thereof from any Guarantor or a holder of Guarantor Senior Indebtedness or any

trustee, fiduciary or agent therefor; and, prior to the receipt of any such

written notice, the Trustee shall be entitled in all respects to assume that no

such facts exist;




 




154





























 




provided, however, that if the Trustee shall not have

received the notice provided for in this Section prior to the date upon which

by the terms hereof any money may become payable for any purpose (including,

without limitation, the payment of the principal of, premium, if any, or

interest on any Security or any other Indenture Obligations), then, anything

herein contained to the contrary notwithstanding but without limiting the

rights and remedies of the holders of Guarantor Senior Indebtedness or any

trustee, fiduciary or agent thereof, the Trustee shall have full power and

authority to receive such money and to apply the same to the purpose for which

such money was received and shall not be affected by any notice to the contrary

which may be received by it after such date; nor shall the Trustee be charged

with knowledge of the curing of any such default or the elimination of the act

or condition preventing any such payment unless and until the Trustee shall

have received an Officers’ Certificate to such effect.




 




(b)           The Trustee shall be

entitled to rely on the delivery to it of a written notice to the Trustee and

each Guarantor by a Person representing himself to be a representative of one

or more holders of Designated Guarantor Senior Indebtedness (a “Guarantor

Senior Representative”) or a holder of Guarantor Senior Indebtedness (or a

trustee, fiduciary or agent therefor) to establish that such notice has been

given by a Guarantor Senior Representative or a holder of Guarantor Senior

Indebtedness (or a trustee, fiduciary or agent therefor); provided, however,

that failure to give such notice to the Company shall not affect in any way the

ability of the Trustee to rely on such notice. 

In the event that the Trustee determines in good faith that further

evidence is required with respect to the right of any Person as a holder of

Guarantor Senior Indebtedness to participate in any payment or distribution

pursuant to this Article, the Trustee may request such Person to furnish

evidence to the reasonable satisfaction of the Trustee as to the amount of

Guarantor Senior Indebtedness held by such Person, the extent to which such

Person is entitled to participate in such payment or distribution and any other

facts pertinent to the rights of such Person under this Article, and if such

evidence is not furnished, the Trustee may defer any payment to such Person

pending judicial determination as to the right of such Person to receive such

payment.




 




Section

1425.  Reliance on Judicial Order or

Certificate of Liquidating Agent.




 




Upon any payment or distribution of assets of any Guarantor referred to

in this Article, the Trustee and the Holders of the Securities shall be

entitled to rely upon any order or decree entered by any court of competent

jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,

reorganization, dissolution, winding up or similar case or proceeding is

pending, or a certificate of the trustee in bankruptcy, receiver, liquidating

trustee, custodian, assignee for the benefit of creditors, agent or other

person making such payment or distribution, delivered to the Trustee or to the

Holders of Securities, for the purpose of ascertaining the Persons entitled to

participate in such payment or distribution, the holders of Guarantor Senior

Indebtedness and other




 




155





























 




indebtedness of such Guarantor, the amount thereof or payable thereon,

the amount or amounts paid or distributed thereon and all other facts pertinent

thereto or to this Article, provided that the foregoing shall apply only

if such court has been fully apprised of the provisions of this Article.




 




Section

1426.  Rights of Trustee as a Holder

of Guarantor Senior Indebtedness; Preservation of Trustee’s Rights.




 




The Trustee in its individual capacity shall be entitled to all the

rights set forth in this Article with respect to any Guarantor Senior

Indebtedness which may at any time be held by it, to the same extent as any

other holder of Guarantor Senior Indebtedness, and nothing in this Indenture

shall deprive the Trustee of any of its rights as such holder.  Nothing in this Article shall apply to

claims of, or payments to, the Trustee under or pursuant to Section 606.




 




Section

1427.  Article Applicable to Paying Agents.




 




In case at any time any Paying Agent other than the Trustee shall have

been appointed by the Company and be then acting under this Indenture, the term

“Trustee” as used in this Article shall in such case (unless the context

otherwise requires) be construed as extending to and including such Paying Agent

within its meaning as fully for all intents and purposes as if such Paying

Agent were named in this Article in addition to or in place of the Trustee; provided,

however, that Section 1426 shall not apply to the Company or any

Affiliate of the Company if it or such Affiliate acts as Paying Agent.




 




Section

1428.  No Suspension of Remedies.




 




Nothing contained in this Article shall limit the right of the Trustee

or the Holders of Securities to take any action to accelerate the maturity of

the Securities pursuant to the provisions described under Article Five and as

set forth in this Indenture or to pursue any rights or remedies hereunder or

under applicable law, subject to the rights, if any, under this Article of the

holders, from time to time, of Guarantor Senior Indebtedness to receive the

cash, property or securities receivable upon the exercise of such rights or

remedies.




 




Section

1429.  Trustee’s Relation to Guarantor Senior

Indebtedness.




 




With respect to the holders of Guarantor Senior Indebtedness, the

Trustee undertakes to perform or to observe only such of its covenants and

obligations as are specifically set forth in this Article, and no implied

covenants or obligations with respect to the holders of Guarantor Senior

Indebtedness shall be read into this Article against the Trustee.  The Trustee shall not be deemed to owe any

fiduciary duty to the holders of Guarantor Senior Indebtedness and the Trustee

shall not be liable to any holder of




 




156





























 




Guarantor Senior Indebtedness if it shall mistakenly in the absence of

gross negligence or willful misconduct pay over or deliver to Holders, the

Company or any other Person moneys or assets to which any holder of Guarantor

Senior Indebtedness shall be entitled by virtue of this Article or otherwise.




 




If an officer whose signature is on this Indenture no longer holds that

office at the time the Trustee authenticates a Security on which a Guarantee is

endorsed, such Guarantee shall be valid nevertheless.




 




157






















 













 




IN WITNESS

WHEREOF, the parties hereto have caused this Indenture to be

duly executed, all as of the day and year first above written.




 




	

   


  	

   


  	

   


  	

  SINCLAIR BROADCAST GROUP, INC., as


  
	

   


  	

   


  	

   


  	

  Issuer


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  David D. Smith


  
	

   


  	

   


  	

   


  	

  Title:


  	

  President and CEO


  





 




	

  Attest:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  J. Duncan Smith


  	

   


  	

   


  	 

	

   


  	

  Title:


  	

  Secretary


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  GUARANTORS:


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  CHESAPEAKE TELEVISION, INC.


  
	

   


  	

   


  	

   


  	

  KSMO, INC.


  
	

   


  	

   


  	

   


  	

  WCGV, INC.


  
	

   


  	

   


  	

   


  	

  SINCLAIR ACQUISITION IV, INC.


  
	

   


  	

   


  	

   


  	

  WLFL, INC.


  
	

   


  	

   


  	

   


  	

  SINCLAIR MEDIA I, INC.


  
	

   


  	

   


  	

   


  	

  WSMH, INC.


  
	

   


  	

   


  	

   


  	

  SINCLAIR MEDIA II, INC.


  
	

   


  	

   


  	

   


  	

  WSTR LICENSEE, INC.


  
	

   


  	

   


  	

   


  	

  WGME, INC.


  
	

   


  	

   


  	

   


  	

  SINCLAIR MEDIA III, INC.


  
	

   


  	

   


  	

   


  	

  WTTE, CHANNEL 28 LICENSEE, INC.


  
	

   


  	

   


  	

   


  	

  WTTO, INC.


  
	

   


  	

   


  	

   


  	

  WTVZ, INC.


  
	

   


  	

   


  	

   


  	

  WYZZ, INC.


  
	

   


  	

   


  	

   


  	

  KOCB, INC.


  
	

   


  	

   


  	

   


  	

  FSF-TV, INC.


  
	

   


  	

   


  	

   


  	

  KSMO LICENSEE, INC.


  
	

   


  	

   


  	

   


  	

  WDKY, INC.


  
	

   


  	

   


  	

   


  	

  WYZZ LICENSEE, INC.


  
	

   


  	

   


  	

   


  	

  KLGT, INC.


  
	

   


  	

   


  	

   


  	

  SINCLAIR ACQUISITION II, INC.


  
	

   


  	

   


  	

   


  	

  SINCLAIR COMMUNICATIONS, INC.


  
	

   


  	

   


  	

   


  	

  WSYX LICENSEE, INC.


  
	

   


  	

   


  	

   


  	

  WGGB, INC.


  
									





 




158





























 




 




	

   


  	

   


  	

  WTWC, INC.


  
	

   


  	

   


  	

  SINCLAIR COMMUNICATIONS II,

  INC.


  
	

   


  	

   


  	

  SINCLAIR HOLDINGS I, INC.


  
	

   


  	

   


  	

  SINCLAIR HOLDINGS II, INC.


  
	

   


  	

   


  	

  SINCLAIR HOLDINGS III, INC.


  
	

   


  	

   


  	

  SINCLAIR TELEVISION COMPANY, INC.


  
	

   


  	

   


  	

  SINCLAIR TELEVISION OF BUFFALO, INC.


  
	

   


  	

   


  	

  SINCLAIR TELEVISION OF CHARLESTON, INC.


  
	

   


  	

   


  	

  SINCLAIR TELEVISION OF NASHVILLE, INC.


  
	

   


  	

   


  	

  SINCLAIR TELEVISION OF NEVADA, INC.


  
	

   


  	

   


  	

  SINCLAIR TELEVISION OF OKLAHOMA, INC.


  
	

   


  	

   


  	

  SINCLAIR TELEVISION OF TENNESSEE, INC.


  
	

   


  	

   


  	

  SINCLAIR TELEVISION LICENSE HOLDER, INC.


  
	

   


  	

   


  	

  SINCLAIR TELEVISION OF DAYTON, INC.


  
	

   


  	

   


  	

  SINCLAIR ACQUISITION VII,

  INC.


  
	

   


  	

   


  	

  SINCLAIR ACQUISITION VIII,

  INC.


  
	

   


  	

   


  	

  SINCLAIR ACQUISITION IX, INC.


  
	

   


  	

   


  	

  SINCLAIR ACQUISITION X, INC.


  
	

   


  	

   


  	

  SINCLAIR ACQUISITION XI, INC.


  
	

   


  	

   


  	

  SINCLAIR ACQUISITION XII,

  INC.


  
	

   


  	

   


  	

  MONTECITO BROADCASTING CORPORATION


  
	

   


  	

   


  	

  CHANNEL 33, INC.


  
	

   


  	

   


  	

  WNYO, INC.


  
	

   


  	

   


  	

  NEW YORK TELEVISION, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  	 

	

   


  	

   


  	

  Name:  


  	

  David D. Smith


  
	

   


  	

   


  	

  Title:


  	

  President (as to all)


  
	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  
	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  
	 
	

  Title:


  	

  Secretary (as to all)


  	

   


  	

   


  
									





 




159





























 




	

   


  	

  SINCLAIR PROPERTIES, LLC


  	

   


  
	

   


  	

  SINCLAIR PROPERTIES II, LLC


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  
	

   


  	

  Title:


  	

  Manager (as to both)


  	

   


  
	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  	

   


  
	 
	

  Name: 


  	

   David B. Amy


  	

   


  	

   


  
	 
	

  Title:


  	

  Manager (as to both)


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  KBSI LICENSEE L.P.


  	

   


  
	

   


  	

  KETK LICENSEE L.P.


  	

   


  
	

   


  	

  WMMP LICENSEE L.P.


  	

   


  
	

   


  	

  WSYT LICENSEE L.P.


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  Sinclair Properties, LLC


  	

   


  	 

	

   


  	

   


  	

  General Partner


  	

   


  	 

	

   


  	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  
	

   


  	

  Title:


  	

  Manager


  	

   


  
	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  	

   


  
	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  
	 
	

  Title:


  	

  Manager


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  WEMT LICENSEE L.P.


  	

   


  
	

   


  	

  WKEF LICENSEE L.P.


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  Sinclair Properties II, LLC,


  	

   


  
	

   


  	

   


  	

  General Partner


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  
	

   


  	

  Title:


  	

  Manager


  	

   


  
	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  	

   


  
	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  
	 
	

  Title:


  	

  Manager


  	

   


  	

   


  
																		





 




160





























 




	

   


  	

  WGME LICENSEE LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  WGME, Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  WICD LICENSEE, LLC


  	

   


  	 

	

   


  	

  WICS LICENSEE, LLC


  	

   


  	 

	

   


  	

  KGAN LICENSEE, LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  Sinclair Acquisition IV,

  Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  WSMH LICENSEE, LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  WSMH, Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

										





 




161





























 




	

   


  	

  WPMG LICENSEE, LLC


  	

   


  	 

	

   


  	

  KDNL LICENSEE, LLC


  	

   


  	 

	

   


  	

  WCWB LICENSEE,LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By: Sinclair Media I, Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  WTVZ  LICENSEE, LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  WTVZ,  Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  CHESAPEAKE TELEVISION LICENSEE, LLC


  	

   


  	 

	

   


  	

  KABB LICENSEE, LLC


  	

   


  	 

	

   


  	

  SCI-SACRAMENTO LICENSEE,LLC


  	

   


  	 

	

   


  	

  WLOS LICENSEE, LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  Chesapeake Television,

  Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

										





 




162





























 




	

   


  	

  KLGT LICENSEE LLC


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:  KLGT, Inc., Member


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  
	

   


  	

  Title:


  	

  President


  	

   


  
	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  	

   


  
	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  
	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  WCGV LICENSEE, LLC


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:  WCGV, Inc., Member


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  	

   


  
	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  
	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  SCI-INDIANA LICENSEE, LLC


  	

   


  
	

   


  	

  KUPN LICENSEE, LLC


  	

   


  
	

   


  	

  WEAR LICENSEE LLC


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:  Sinclair Media II, Inc.,

  Member


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  	

   


  
	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  
	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  
											





 




163





























 




	

   


  	

  WLFL  LICENSEE LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  WLFL, Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  WTTO LICENSEE, LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  WTTO, Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  WTWC LICENSEE LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  WTWCI, Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

										





 




164





























 




	

   


  	

  WGGB LICENSEE LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  WGGB, Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  KOCB LICENSEE, LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  KOCB, Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  WDKY LICENSEE LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  WDKY, Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

										





 




165





























 




	

   


  	

  KOKH LICENSEE LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  Sinclair Television of

  Oklahoma, Inc.,


  	

   


  	 

	

   


  	

  Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  WUPN LICENSEE, LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  Sinclair Television of

  Buffalo, Inc., 


  	

   


  	 

	

   


  	

  Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  WUXP LICENSEE LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  Sinclair Television of

  Tennessee, Inc., 


  	

   


  	 

	

   


  	

  Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

										





 




166





























 




	

   


  	

  WCHS LICENSEE LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  Sinclair Media III, Inc.,

  Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  SINCLAIR FINANCE, LLC


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:  KLGT, Inc., Member


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:  


  	

  David D. Smith


  	

   


  	 

	

   


  	

  Title:


  	

  President


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Attest:


  	

   


  	

   


  	

   


  	

   


  	 

	 
	

  Name:  


  	

  David B. Amy


  	

   


  	

   


  	 

	 
	

  Title:


  	

  Secretary


  	

   


  	

   


  	 

										





 




167





























 




	

   


  	

  FIRST UNION NATIONAL BANK, as Trustee


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	 

	

   


  	

  Name:  


  	

   


  
	

   


  	

  Title:


  	

   


  
						





 




168





























 




STATE OF  _________________ )




                                       )  ss.:




COUNTY OF _______________

)




 




On the ____ day of

December, 2001, before me personally came David D. Smith, to me known, who,

being by me duly sworn, did depose and say that he resides at 10706 Beaver Dam

Road, Hunt Valley, Maryland 21030; that he is President and Chief Executive

Officer of Sinclair Broadcast Group, Inc., which executed the foregoing

instrument;  that he holds the positions

identified on Annex I hereto with respect to each of the guarantors identified

on Annex I hereto, each of which has executed the foregoing instrument;  and that he signed his name thereto pursuant

to authority of the Boards of Directors of Sinclair Broadcast Group, Inc. and

such guarantors that are corporations, the Boards of Directors of the general

partner of such guarantors that are limited partnerships, and the members or

managers of such guarantors that are limited liability companies.




 








	

  (NOTARIAL


  
	

  SEAL)


  
	

   


  
	

   


  










 




169





























 




ANNEX I




 








	

  Guarantor


  	

   


  	

  Position

  of David Smith


  
	

  Chesapeake Television,

  Inc.


  	

   


  	

  President


  
	

  KSMO, Inc.


  	

   


  	

  President


  
	

  WCGV, Inc.


  	

   


  	

  President


  
	

  Sinclair Acquisition

  IV, Inc.


  	

   


  	

  President


  
	

  WLFL, Inc.


  	

   


  	

  President


  
	

  Sinclair Media I, Inc.


  	

   


  	

  President


  
	

  WSMH, Inc.


  	

   


  	

  President


  
	

  Sinclair Media II, Inc.


  	

   


  	

  President


  
	

  WSTR Licensee, Inc.


  	

   


  	

  President


  
	

  WGME, Inc.


  	

   


  	

  President


  
	

  Sinclair Media III,

  Inc.


  	

   


  	

  President


  
	

  WTTE, Channel 28

  Licensee, Inc.


  	

   


  	

  President


  
	

  WTTO, Inc.


  	

   


  	

  President


  
	

  WTVZ, Inc.


  	

   


  	

  President


  
	

  WYZZ, Inc.


  	

   


  	

  President


  
	

  KOCB, Inc.


  	

   


  	

  President


  
	

  FSF-TV, Inc.


  	

   


  	

  President


  
	

  KSMO Licensee, Inc.


  	

   


  	

  President


  
	

  WDKY, Inc.


  	

   


  	

  President


  
	

  WYZZ Licensee, Inc.


  	

   


  	

  President


  
	

  KLGT, Inc.


  	

   


  	

  President


  
	

  Sinclair Acquisition

  II, Inc.


  	

   


  	

  President


  
	

  Sinclair

  Communications, Inc.


  	

   


  	

  President


  
	

  WSYX Licensee, Inc.


  	

   


  	

  President


  
	

  WGGB, Inc.


  	

   


  	

  President


  
	

  WTWC, Inc.


  	

   


  	

  President


  
	

  Sinclair Communications II, Inc.


  	

   


  	

  President


  
	

  Sinclair Holdings I,

  Inc.


  	

   


  	

  President


  
	

  Sinclair Holdings II,

  Inc.


  	

   


  	

  President


  
	

  Sinclair Holdings III,

  Inc.


  	

   


  	

  President


  
	

  Sinclair Television

  Company, Inc.


  	

   


  	

  President


  
	

  Sinclair Television of

  Buffalo, Inc.


  	

   


  	

  President


  
	

  Sinclair Television of

  Charleston, Inc.


  	

   


  	

  President


  










 




170





























 








	

  Sinclair Television of

  Nashville, Inc.


  	

   


  	

  President


  
	

  Sinclair Television of

  Nevada, Inc.


  	

   


  	

  President


  
	

  Sinclair Television of

  Oklahoma, Inc.


  	

   


  	

  President


  
	

  Sinclair Television of

  Tennessee, Inc.


  	

   


  	

  President


  
	

  Sinclair Television

  License Holder, Inc.


  	

   


  	

  President


  
	

  Sinclair Television of

  Dayton, Inc.


  	

   


  	

  President


  
	

  Sinclair Acquisition

  VII, Inc.


  	

   


  	

  President


  
	

  Sinclair Acquisition

  VIII, Inc.


  	

   


  	

  President


  
	

  Sinclair Acquisition

  IX, Inc.


  	

   


  	

  President


  
	

  Sinclair Acquisition X,

  Inc.


  	

   


  	

  President


  
	

  Sinclair Acquisition

  XI, Inc.


  	

   


  	

  President


  
	

  Sinclair Acquisition

  XII, Inc.


  	

   


  	

  President


  
	

  Montecito Broadcasting Corporation, 


  Channel 33, Inc..


  	

   


  	

  President


  
	

  WNYO, Inc.


  	

   


  	

  President


  
	

  New York Television,

  Inc.


  	

   


  	

  President


  
	

  Sinclair Properties,

  LLC


  	

   


  	

  Manager


  
	

  Sinclair Properties II,

  LLC


  	

   


  	

  Manager


  
	

  KBSI Licensee L.P.


  	

   


  	

  Manager of Sinclair Properties, LLC, the General

  Partner of KBSI Licensee L.P.


  
	

  KETK Licensee L.P.


  	

   


  	

  Manager of Sinclair Properties, LLC, the General

  Partner of KETK Licensee L.P.


  
	

  WMMP Licensee L.P.


  	

   


  	

  Manager of Sinclair Properties, LLC, the General

  Partner of WMMP Licensee L.P.


  
	

  WSYT Licensee L.P.


  	

   


  	

  Manager of Sinclair Properties, LLC, the General

  Partner of WSYT Licensee L.P.


  
	

  WEMT Licensee L.P.


  	

   


  	

  Manager of Sinclair Properties II, LLC, the General

  Partner of WEMT Licensee L.P.


  
	

  WKEF Licensee L.P.


  	

   


  	

  Manager of Sinclair Properties II, LLC, the General

  Partner of WKEF Licensee L.P.


  










 




171





























 








	

  WGME Licensee, LLC


  	

   


  	

  President of WGME, Inc., the Sole Member of WGME

  Licensee, LLC


  
	

  WICD Licensee, LLC


  	

   


  	

  President of Sinclair Acquisition IV, Inc., the Sole

  Member of WICD Licensee, LLC


  
	

  WICS Licensee, LLC


  	

   


  	

  President of Sinclair Acquisition IV, Inc., the Sole

  Member of WICD Licensee, LLC


  
	

  KGAN Licensee, LLC


  	

   


  	

  President of Sinclair Acquisition IV, Inc., the Sole

  Member of WICD Licensee, LLC


  
	

  WSMH Licensee, LLC


  	

   


  	

  President of WSMH, Inc., the Sole Member of WSMH

  Licensee, LLC


  
	

  WPGH Licensee, LLC


  	

   


  	

  President of Sinclair Media I, Inc., the Sole Member

  of WPGH Licensee, LLC


  
	

  KDNL Licensee,

  LLC


  	

   


  	

  President of Sinclair

  Media I, Inc., the Sole Member of WPGH Licensee, LLC


  
	

  WCWB Licensee, LLC


  	

   


  	

  President of Sinclair Media I, Inc., the Sole Member

  of WPGH Licensee, LLC


  
	

  WTVZ Licensee, LLC


  	

   


  	

  President of WTVZ, Inc., the Sole Member of WTVZ

  Licensee, LLC


  
	

  Chesapeake Television

  Licensee, LLC


  	

   


  	

  President of Chesapeake Television, Inc., the Sole

  Member of Chesapeake Television Licensee, LLC


  
	

  KABB Licensee, LLC


  	

   


  	

  President of Chesapeake Television, Inc., the Sole

  Member of Chesapeake Television Licensee, LLC


  
	

  SCI – Sacramento

  Licensee, LLC


  	

   


  	

  President of Chesapeake Television, Inc., the Sole

  Member of Chesapeake Television Licensee, LLC


  
	

  WLOS Licensee, LLC


  	

   


  	

  President of Chesapeake Television, Inc., the Sole

  Member of Chesapeake Television Licensee, LLC


  
	

  KLGT Licensee, LLC


  	

   


  	

  President of KLGT, Inc., the Sole Member of KLGT

  Licensee, LLC


  
	

  WCGV Licensee, LLC


  	

   


  	

  President of WCGV, Inc., the Sole Member of WCGV

  Licensee, LLC


  
	

  SCI – Indiana Licensee,

  LLC


  	

   


  	

  President of Sinclair Media II, Inc., the Sole

  Member of SCI – Indiana Licensee, LLC


  










 




172





























 








	

  KUPN Licensee, LLC


  	

   


  	

  President of Sinclair

  Media II, Inc., the Sole Member of SCI – Indiana Licensee, LLC


  
	

  WEAR Licensee, LLC


  	

   


  	

  President of Sinclair

  Media II, Inc., the Sole Member of SCI – Indiana Licensee, LLC


  
	

  WLFL Licensee, LLC


  	

   


  	

  President of WLFL, Inc., the Sole Member of WLFL Licensee, LLC


  
	

  WTTO Licensee, LLC


  	

   


  	

  President of WTTO,

  Inc., the Sole Member of WTTO Licensee, LLC


  
	

  WTWC Licensee, LLC


  	

   


  	

  President of WTWC,

  Inc., the Sole Member of WTWC Licensee, LLC


  
	

  WGGB Licensee, LLC


  	

   


  	

  President of WGGB,

  Inc., the Sole Member of WGGB Licensee, LLC


  
	

  KOCB Licensee, LLC


  	

   


  	

  President of KOCB, Inc.,

  the Sole Member of KOCB Licensee, LLC


  
	

  WDKY Licensee, LLC


  	

   


  	

  President of WDKY,

  Inc., the Sole Member of WDKY Licensee, LLC


  
	

  KOKH Licensee, LLC


  	

   


  	

  President of Sinclair

  Television of Oklahoma, Inc., the Sole Member of KOKH Licensee, LLC


  
	

  WUPN Licensee, LLC


  	

   


  	

  President of Sinclair

  Television of Buffalo, Inc., the Sole Member of WUPN Licensee, LLC


  
	

  WUXP Licensee, LLC


  	

   


  	

  President of Sinclair

  Television of Tennessee, Inc., the Sole Member of WUXP Licensee, LLC


  
	

  WCHS Licensee, LLC


  	

   


  	

  President of Sinclair

  Media III, Inc., the Sole Member of WCHS Licensee, LLC


  
	

  Sinclair Finance, LLC


  	

   


  	

  President of KLGT,

  Inc., the Sole Member of Sinclair Finance, LLC


  










 




173





























 




 




STATE OF

_________________ )




                                                       )  ss.:




COUNTY OF _______________

)




 




On the ____  day of December, 2001, before me personally

came ________ , to me known, who, being by me duly sworn, did depose and say

that he resides at _____________ ; that he is an authorized officer of First

Union National Bank, one of the corporations described in and which executed

the above instrument; that he knows the corporate seal of such corporation;

that the seal affixed to said instrument is such corporate seal; that it was so

affixed pursuant to authority of the Board of Directors of such corporation;

and that he signed his name thereto pursuant to like authority.




 








	

  (NOTARIAL


  
	

  SEAL)


  
	

   


  
	

   


  










 




174





























ANNEX A




 




GUARANTORS




 




Chesapeake Television, Inc., a Maryland corporation,




KSMO, Inc., a Maryland corporation,




WCGV, Inc., a Maryland corporation,




Sinclair Acquisition IV, Inc., a Maryland corporation,




WLFL, Inc., a Maryland corporation,




Sinclair Media I, Inc., a Maryland corporation,




WSMH, Inc., a Maryland corporation,




Sinclair Media II, Inc., a Maryland corporation,




WSTR Licensee, Inc., a Maryland corporation,




WGME, Inc., a Maryland corporation,




Sinclair Media III, Inc., a Maryland corporation,




WTTE, Channel 28 Licensee, Inc., a Maryland

corporation,




WTTO, Inc., a Maryland corporation,




WTVZ, Inc., a Maryland corporation,




WYZZ, Inc., a Maryland corporation,




KOCB, Inc., an Oklahoma corporation,




FSF-TV, Inc., a North Carolina corporation,




KSMO Licensee, Inc., a Delaware corporation,




WDKY, Inc., a Delaware corporation,




WYZZ Licensee, Inc., a Delaware corporation,




KLGT, Inc., a Minnesota corporation,




Sinclair Acquisition II, Inc., a Delaware corporation,




Sinclair Communications, Inc., a Maryland corporation,




WSYX Licensee, Inc., a Maryland corporation,




WGGB, Inc., a Maryland corporation,




WTWC, Inc., a Maryland corporation,




Sinclair Communications II, Inc., a Delaware

corporation,




Sinclair Holdings I, Inc., a Virginia corporation,




Sinclair Holdings II, Inc., a Virginia corporation,




Sinclair Holdings III, Inc., a Virginia corporation,




Sinclair Television Company, Inc., a Delaware

corporation,




Sinclair Television of Buffalo, Inc., a Delaware

corporation,




Sinclair Television of Charleston, Inc., a Delaware

corporation,




Sinclair Television of Nashville, Inc., a Tennessee

corporation,




Sinclair Television of Nevada, Inc., a Nevada

corporation,




Sinclair Television of Oklahoma, Inc., a Delaware

corporation,




Sinclair Television of Tennessee, Inc., a Delaware

corporation,




 




175





























 




Sinclair Television License Holder, Inc., a Nevada

corporation,




Sinclair Television of Dayton, Inc., a Delaware

corporation,




Sinclair Acquisition VII, Inc., a Maryland

corporation,




Sinclair Acquisition VIII, Inc., a Maryland

corporation,




Sinclair Acquisition IX, Inc., a Maryland corporation,




Sinclair Acquisition X, Inc., a Maryland corporation,




Sinclair Acquisition XI, Inc., a Maryland corporation,




Sinclair Acquisition XII, Inc., a Delaware

corporation,




Montecito Broadcasting Corporation, a Delaware corporation,




Channel 33, Inc., a Nevada corporation,




WNYO, Inc., a Delaware corporation,




New York Television, Inc., a Maryland corporation,




Sinclair Properties, LLC, a Virginia limited liability

company,




Sinclair Properties II, LLC, a Virginia limited

liability company,




KBSI Licensee L.P., a Virginia limited partnership,




KETK Licensee L.P., a Virginia limited partnership,




WMMP Licensee L.P., a Virginia limited partnership,




WSYT Licensee L.P., a Virginia limited partnership,




WEMT Licensee L.P., a Virginia limited partnership,




WKEF Licensee L.P., a Virginia limited partnership,




WGME Licensee, LLC, a Maryland limited liability

company,




WICD Licensee, LLC, a Maryland limited liability

company,




WICS Licensee, LLC, a Maryland limited liability

company,




KGAN Licensee, LLC, a Maryland limited liability

company,




WSMH Licensee, LLC, a Maryland limited liability

company,




WPGH Licensee, LLC, a Maryland limited liability

company,




KDNL Licensee, LLC, a Maryland limited liability

company,




WCWB Licensee, LLC, a Maryland limited liability

company,




WTVZ Licensee, LLC, a Maryland limited liability

company,




Chesapeake Television Licensee, LLC, a Maryland

limited liability company,




KABB Licensee, LLC, a Maryland limited liability

company,




SCI-Sacramento Licensee, LLC, a Maryland limited

liability company,




WLOS Licensee, LLC, a Maryland limited liability

company,




KLGT Licensee, LLC, a Maryland limited liability

company,




WCGV Licensee, LLC, a Maryland limited liability

company,




SCI-Indiana Licensee, LLC, a Maryland limited

liability company,




KUPN Licensee, LLC, a Maryland limited liability

company,




WEAR Licensee, LLC, a Maryland limited liability

company,




WLFL Licensee, LLC, a Maryland limited liability

company,




WTTO Licensee, LLC, a Maryland limited liability

company,




WTWC Licensee, LLC, a Maryland limited liability

company,




WGGB Licensee, LLC, a Maryland limited liability

company,




 




 




 




176





























 




KOCB Licensee, LLC, a Maryland limited liability

company,




WDKY Licensee, LLC, a Maryland limited liability

company,




KOKH Licensee, LLC, a Maryland limited liability

company,




WUPN Licensee, LLC, a Maryland limited liability

company,




WUXP Licensee, LLC, a Maryland limited liability

company,




WCHS Licensee, LLC, a Maryland limited liability

company,




Sinclair Finance, LLC, a Minnesota limited liability

company.




 




177





























 




SCHEDULE I




 




EXISTING INDEBTEDNESS OF

SINCLAIR BROADCAST GROUP, INC.


AND ITS RESTRICTED SUBSIDIARIES




 




1.                                       Term Note, dated September 30, 1990,

between Sinclair Broadcast Group, Inc. (as borrower) and Julian S. Smith (as

lender).




 




2.                                       Term

Note, dated September 30, 1990, between Sinclair Broadcast Group, Inc. (as

borrower) and Carolyn C. Smith (as lender).




 




3.                                       Lease

Agreement, dated January 1, 1991, between Chesapeake Television, Inc. (as

lessee) and Keyser Investment Group, Inc. (as lessor), for space located at

2000-2008 W. 41st Street, Baltimore, MD.




 




4.                                       Lease

Agreement, dated April 2, 1987, between Chesapeake Television, Inc. (as lessee)

and Cunningham Communications, Inc. (as lessor), for space located on the

primary Baltimore broadcasting tower at 3900 Hooper Avenue, Baltimore, MD.




 




5.                                       Lease

Agreement, dated March 16, 1988, between Chesapeake Television, Inc. (as

lessee) and Cunningham Communications, Inc. (as lessor), for space located on

the back-up Baltimore broadcasting tower at 1200 N. Rolling Road, Baltimore,

MD.




 




6.                                       Lease

Agreement, dated September 23, 1993, between WPGH, Inc. (as lessee) and

Gerstell Development Limited Partnership (as lessor), for tower and building

space located at 750 Ivory Avenue, Pittsburgh, PA.




 




7.                                       Indenture,

dated as of July 2, 1997, as amended, among Sinclair Broadcast Group, Inc. (as

borrower), the Guarantors named therein (as guarantors) and First Union

National Bank (as trustee).




 




8.                                       Indenture,

dated as of December 17, 1997, between Sinclair Broadcast Group, Inc. and First

Union National Bank, and the First Supplemental Indenture, dated as of December

17, 1997, among Sinclair Broadcast Group, Inc. (as borrower), the Guarantors

named therein (as guarantors) and First Union National Bank (as trustee).




 




9.                                       Credit

Agreement, dated as of May 28, 1998, as amended by Amendment No. 1 dated as of

December 21, 1999 and Amendment No. 2 dated as of July 21, 2000, and as amended

and restated pursuant to an Amendment and Restatement dated as of May 9, 2001,

as amended by Amendment No. 1 as of October 30, 2001, between Sinclair

Broadcast Group, Inc. (as borrower), various subsidiaries of 




 




178





























 




Sinclair Broadcast Group,

Inc. party thereto (as guarantors), various lenders (as lenders) and The Chase

Manhattan Bank (as agent).  (As of

December 10, 2001, $318 million is outstanding under the $600 million revolving

credit facility and $500 million is outstanding under the term loan facility).




 




10.                                 Lease

Agreement, dated November 14, 2000, between Sinclair Broadcast Group, Inc. (as

lessee) and General Electric Capital Corporations (as lessor), for six AS 400

computers and related equipment/software.




 




11.                                 Lease

Agreement, dated November 19, 1999, between Sinclair Broadcast Group, Inc. (as

lessee) and PBP-3, LP (as lessor) for building space located at Hollow Rd,

Upper Providence Township, PA.  This

property has a second Lease Agreement, dated October 20, 2000, where it is

subleased between Acrodyne Industries, Inc. (as lessee) and Sinclair Broadcast

Group, (as lessor).




 




12.                                 Lease

Agreement, dated August 12, 1999, between KMWB, Inc. (as lessee) and Telefarm,

Inc. (as lessor) for tower and land space located at 960 County Rd F W,

Shoreview, Minnesota.




 




13.                                 Master

Lease Agreement, dated December 1, 2000, between Sinclair Communications, Inc.

(as lessee) and American Tower L.P. (as lessor) for tower space.




 




14.                                 Time

Brokerage Agreement, dated August 3, 1995, has been amended, dated June 30,

1997, to be between Chesapeake Television (as programmer) and Glencairn (as

licensee) for the television station KRRT (TV) located in Kerrville, TX.




 




15.                                 Time

Brokerage Agreement, dated May 31, 1996, has been amended, dated July 17, 1997,

to be between Chesapeake Television (as programmer) and Glencairn (as licensee)

for the television station WFBC located in Anderson, SC.




 




16.                                 Time

Brokerage Agreement, dated January 5, 1999, between Sinclair Broadcast Group,

Inc. (as programmer) and Bay Television (as licensee) for television station

WTTA located in Tampa, FL.




 




17.                                 Time

Brokerage Agreement, dated February 3, 1998, has an addendum, dated August 21,

1998, to be between Sinclair Media II (as programmer) and Glencairn (a licensee)

for the television station WTTE located in Columbus, OH.




 




18.                                 Lease

Agreement, dated May 25, 2000, between Sinclair Broadcast Group, Inc. (as

lessee) and Beaver Dam Limited Liability Company (as lessor) for building space

located at 10706 Beaver Dam Rd, Cockeysville, MD.




 




179





























 




19.                                 Lease

Agreement, dated December 18, 1998, between Sinclair Communications, Inc. (as

lessee) and Beaver Dam Limited Liability Company (as lessor) for building space

located at 10706 Beaver Dam Rd, Cockeysville, MD.




 




20.                                 Real

Estate Loan Note, dated October 10, 1997, between Chesapeake Television, Inc.

(as maker) and Joy B. Moul (as payee) for land space for a tower site located

at 12480 Adkins-Elmendorf Rd, San Antonio, TX.




 




180





























 




SCHEDULE II




 




EXISTING LIENS




 




Liens relating to

the below identified debt instruments:




 




1.                                 Bank Credit Agreement, including any

Hedge Agreement relating thereto.




 




2.                                 Term Note dated September 30, 1990, between

Sinclair Broadcast Group, Inc. (as borrower) and Julian S. Smith (as lender).




 




3.                                 Term Note dated September 30, 1990,

between Sinclair Broadcast Group, Inc. (as borrower) and Carolyn C. Smith (as

lender).




 




181





























 




SCHEDULE III




 




EXISTING

ENCUMBRANCES AND RESTRICTIONS




Notes




 




1.             Encumbrances and

restrictions under the Bank Credit Agreement and Founders’ Notes.




 




2.             Indenture, dated as of

August 28, 1995, as amended, among Sinclair Broadcast Group, Inc. (as borrower),

the Guarantors named therein, (as guarantors), and United States Trust Company

of New York (as trustee).




 




3.             Indenture, dated as of

July 2, 1997, as amended, among Sinclair Broadcast Group, Inc. (as borrower),

the Guarantors named therein, (as guarantors), and First Union National Bank

(as trustee).




 




4.             Indenture, dated as of December 17, 1997, between

Sinclair Broadcast Group, Inc. (as borrower) and First Union National Bank (as

trustee), and the First Supplemental Indenture, dated as of December 17, 1997

as amended, among Sinclair Broadcast Group, Inc. (as borrower), the Guarantors

named therein (as guarantors) and First Union National Bank (as trustee)




 




5.             The restrictions, if

any, contained in the terms of the Company’s Series B Convertible Preferred

Stock, par value $.01 per share.




 




6.             The restrictions, if

any, contained in the terms of the Company’s Series C Preferred Stock, par

value $.01 per share.




 




7.             The restrictions, if

any, contained in the terms of the Company’s Series D Convertible Exchangeable

Preferred Stock, par value $.01 per share




 




182





























 




EXHIBIT A









REGULATION S CERTIFICATE




 




(For transfers pursuant

to § 307(a)(i) of the Indenture)




 




First Union

National Bank




 ____________________ 




 ____________________ 




 




Re:          8 3/4% Senior Subordinated Notes due

2011 of Sinclair Broadcast




                Group, Inc. (the

“Securities”)




 




Reference is made

to the Indenture, dated as of December 10, 2001 (the “Indenture”), among

Sinclair Broadcast Group, Inc., a Maryland corporation (the “Company”), the

guarantors named therein, and First Union National Bank, as Trustee.  Terms used herein and defined in the

Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933

(the “Securities Act”) are used herein as so defined.




 




This certificate

relates to US$ ________ principal amount of Securities, which are evidenced by

the following certificate(s) (the “Specified Securities”):




 




CUSIP No(s).

_________________________




 




CERTIFICATE No(s).

__________________




 




The person in

whose name this certificate is executed below (the “Undersigned”) hereby

certifies that either (i) it is the sole beneficial owner of the Specified

Securities or (ii) it is acting on behalf of all the beneficial owners of the

Specified Securities and is duly authorized by them to do so.  Such beneficial owner or owners are referred

to herein collectively as the “Owner.” 

The Specified Securities are represented by a Global Security and are

held through the Depositary or an Agent Member in the name of the Undersigned,

as or on behalf of the Owner.




 




The Owner has

requested that the Specified Securities be transferred to a person (the

“Transferee”) who will take delivery in the form of a Regulation S Global

Security.  In connection with such

transfer, the Owner hereby certifies that, unless such transfer is being

effected pursuant to an  effective

registration statement under the Securities Act, it is being effected in

accordance with Rule 904 or Rule 144 under the Securities Act and with all

applicable securities laws of the states of the United States and other

jurisdictions.  Accordingly, the Owner

hereby further certifies as follows: 




 




1





























 




(1)           Rule 904 Transfers.  If the transfer is being effected in

accordance with Rule 904:




 




(A)          the Owner is not a distributor of the

Securities, an affiliate of the Company or any such distributor or a person

acting on behalf of any of the foregoing;




 




(B)           the offer of the Specified Securities

was not made to a person in the United States;




 




(C)           either:




 




(i)  at

the time the buy order was originated, the Transferee was outside the United

States or the Owner and any person acting on its behalf reasonably believed

that the Transferee was outside the United States, or




 




    (ii) 

the transaction is being executed in, on or through the facilities of

the Eurobond market, as regulated by the Association of International Bond

Dealers, or another designated offshore securities market and neither the Owner

nor any person acting on its behalf knows that the transaction has been

prearranged with a buyer in the United States;




 




(D)          no directed selling efforts have been

made in the United States by or on behalf of the Owner or any affiliate

thereof;




 




(E)           if the Owner is a dealer in

securities or has received a selling concession, fee or other remuneration in

respect of the Specified Securities, and the transfer is to occur during the

Restricted Period, then the requirements of Rule 904(c)(1) have been satisfied;

and




 




(F)           the transaction is not part of a plan

or scheme to evade the registration requirements of the Securities Act.




 




(2)           Rule 144 Transfers.  If the transfer is being effected pursuant

to Rule 144:




 




(A)          the transfer is occurring after a

holding period of at least one year (computed in accordance with paragraph (d)

of Rule  




 




2





























 




144) has elapsed since

the Specified Securities were last acquired from the Company or from an

affiliate of the Company, whichever is later, and is being effected in

accordance with the applicable amount, manner of sale and notice requirements

of Rule 144; or




 




(B)           the transfer is occurring after a

holding period of at least two years has elapsed since the Specified Securities

were last acquired from the Company or from an affiliate of the Company,

whichever is later, and the Owner is not, and during the preceding three months

has not been, an affiliate of the Company.




 




3





























 




This certificate and the statements contained herein

are made for your benefit and the benefit of the Company and the Initial

Purchasers.




 




	

  Dated:


  	

   


  
	

   


  	

  (Print the name of the

  Undersigned, as such term is defined in the second paragraph of this

  certificate.)


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  (If the Undersigned is

  a corporation, partnership or fiduciary, the title of the person signing on

  behalf of the Undersigned must be stated.)


  





 




4





























 




EXHIBIT B




[Form of

Restricted Securities Transfer Certificate]




 




RESTRICTED

SECURITIES TRANSFER CERTIFICATE




 




(For transfers

pursuant to Section 307(a)(ii) of


the Indenture referred to below)




 




First Union National Bank,




  as Securities Registrar




[                             ]




[                             ]




 




Re:          ___% Senior Subordinated Notes Due

2011 (the “Securities”)




 




Reference is made

to the Indenture, dated as of December ___ , 2001 (the “Indenture”), among

Sinclair Broadcast Group, Inc., a Maryland corporation, the guarantors party

thereto and First Union National Bank, as trustee.  Terms used herein and defined in the Indenture, Rule 144A or Rule

144 under the U.S. Securities Act of 1933 (the “Securities Act”) are used

herein as so defined.




 




This certificate relates to $ __________ aggregate

principal amount of Securities, which are evidenced by the following

certificate(s) (the “Specified Securities”):




 




CUSIP No(s). ________________________________




 




CERTIFICATE No(s). _________________________




 




CURRENTLY IN BOOK-ENTRY FORM:   Yes o    No o

(check one)




 




The person in

whose name this certificate is executed below (the “Undersigned”) hereby

certifies that either (i) it is the sole beneficial owner of the Specified

Securities or (ii) it is acting on behalf of all the beneficial owners of the

Specified Securities and is duly authorized by them to do so. Such beneficial

owner or owners are referred to herein collectively as the “Owner”.  If the Specified Securities are represented

by a Global Security, they are held through a Depositary (except in the name of

“The Depository Trust Company”) or an Agent Member in the name of the

Undersigned, as or on behalf of the Owner. If the Specified Securities are not

represented 




 





























 




by a Global Security, they are registered in the name of the

Undersigned, as or on behalf of the Owner.




 




The Owner has requested that the Specified Securities

be transferred to a person (the “Transferee”) who will take delivery in the

form of a Restricted Security. In connection with such transfer, the Owner

hereby certifies that, unless such transfer is being effected pursuant to an

effective registration statement under the Securities Act, it is being effected

in accordance with Rule 144A or Rule 144 under the Securities Act and all

applicable securities laws of the states of the United States.  Accordingly, the Owner hereby further

certifies as:




 




(1)           Rule

144A Transfers.  If the transfer is

being effected in accordance with Rule 144A:




 




(A)          the

Specified Securities are being transferred to a person that the Owner and any

person acting on its behalf reasonably believe is a “qualified institutional

buyer” within the meaning of Rule 144A, acquiring for its own account or for

the account of a qualified institutional buyer; and




 




(B)           the

Owner and any person acting on its behalf have taken reasonable steps to ensure

that the Transferee is aware that the Owner may be relying on Rule 144A in

connection with the transfer; and




 




(2)           Rule 144

Transfers.  If the transfer is being

effected pursuant to Rule 144:




 




(A)          the

transfer is occurring after a holding period of at least one year (computed in

accordance with paragraph (d) of Rule 144) has elapsed since the date the

Specified Securities were acquired from the Company or from an affiliate (as

such term is defined in Rule 144) of the Company, whichever is later, and is

being effected in accordance with the applicable amount, manner of sale and

notice requirements of paragraphs (e), (f) and (h) of Rule 144;




 




(B)           the

transfer is occurring after a holding period by the Owner of at least two years

has elapsed since the date the Specified Securities were acquired from the

Company or from an affiliate (as such term is defined in Rule 144) of the

Company, whichever is later, and the Owner is not, and during the preceding

three months has not been, an affiliate of the Company; or




 





























 




This certificate and the

statements contained herein are made for your benefit and the benefit of the

Company.




 




	

  Dated:


  	

   


  	

   


  
	

   


  	

   


  	

  (Print the name of the Undersigned, as such term is

  defined in the second paragraph of this certificate.)


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  (If the Undersigned is a corporation, partnership or

  fiduciary, the title of the person signing on behalf of the Undersigned must

  be stated.)


  





 





























 




EXHIBIT C




 




UNRESTRICTED SECURITIES

CERTIFICATE




 




(For removal of

Securities Act Legends pursuant to § 307(b))




 




	

  First Union National

  Bank


  
	

   


  
	

   


  





 




Re:          8 3/4% Senior Subordinated Notes due

2011 of Sinclair




                Broadcast Group, Inc. (the

“Securities”) 




 




Reference is made

to the Indenture, dated as of December 10, 2001, among Sinclair Broadcast

Group, Inc., a Maryland corporation (the “Company”), the guarantors named

therein, and First Union National Bank, as Trustee.  Terms used herein and defined in the Indenture or in Rule 144

under the U.S. Securities Act of 1933 (the “Securities Act”) are used herein as

so defined.




 




This certificate

relates to US$ _________ principal amount of Securities, which are evidenced by

the following certificate(s) (the “Specified Securities”):




 




CUSIP

No(s).__________________________________




 




CERTIFICATE

No(s).___________________________




 




The person in

whose name this certificate is executed below (the “Undersigned”) hereby

certifies that either (i) it is the sole beneficial owner of the Specified

Securities or (ii) it is acting on behalf of all the beneficial owners of the

Specified Securities and is duly authorized by them to do so.  Such beneficial owner or owners are referred

to herein collectively as the “Owner”. 

If the Specified Securities are represented by a Global Security, they

are held through the Depositary or an Agent Member in the name of the

Undersigned, as or on behalf of the Owner. 

If the Specified Securities are not represented by a Global Security,

they are registered in the name of the Undersigned, as or on behalf of the

Owner.




 




The Owner has requested

that the Specified Securities be exchanged for Securities bearing no Private

Placement Legend pursuant to Section 307(b) of the Indenture.  In connection with such exchange, the Owner

hereby certifies that the exchange is occurring after a holding period of at

least two years (computed in accordance with paragraph (d) of Rule 144) has

elapsed since the Specified Securities were last acquired from the Company or

from an affiliate of the Company, whichever is later, and the Owner is not, and

during 




 





























 




the preceding

three months has not been, an affiliate of the Company.  The Owner also acknowl­edges that any future

transfers of the Specified Securities must comply with all applicable

securities laws of the states of the United States and other jurisdictions.




 




This certificate

and the statements contained herein are made for your benefit and the benefit

of the Company and the Initial Purchasers.




 




	

  Dated:


  	

   


  
	

   


  	

  (Print the name of the

  Undersigned, as such term is defined in the second paragraph of this certificate.)


  
	

   


  	

   


  
	

  By:


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

  (If the Undersigned is a corporation, partnership or

  fiduciary, the title of the person signing on behalf of the Undersigned


  





 





























 




EXHIBIT D




INTERCOMPANY NOTE




 ______ , 2002




 




Evidences of all loans or advances (“Loans”) hereunder

shall be reflected on the grid attached hereto.  FOR VALUE RECEIVED, ______ , a _____ corporation (the “Maker”),

HEREBY PROMISES TO PAY ON DEMAND to the order of ________ (the “Holder”) the

principal sum of the aggregate unpaid principal amount of all Loans (plus

accrued interest thereon) at any time and from time to time made hereunder to

which has not been previously paid.




 




All capitalized terms used herein that are defined in,

or by reference in, the Indenture among Sinclair Broadcast Group, Inc., a

Maryland corporation (the “Company”), the guarantors party thereto and First

Union National Bank, as trustee, dated as of December 10, 2001 (the

“Indenture”), have the meanings assigned to such terms therein, or by reference

therein, unless otherwise defined.




 




ARTICLE I




 




TERMS OF INTERCOMPANY

NOTE




 




Section 1.01  Note Forgivable.  Unless the Maker of the Loan hereunder is

either of the Company or any Guarantor, the Holder may not forgive any amounts

owing under this intercompany note.




 




Section 1.02  Interest; Prepayment.  (a)  The interest rate (“Interest

Rate”) on the Loans shall be a rate per annum reflected on the grid attached

hereto.




 




(b)           The

interest, if any, payable on each of the Loans shall accrue from the date such

Loan is made and, subject to Section 2.01, shall be payable upon demand of

the Holder.




 




(c)           If

the principal or accrued interest, if any, of the Loans is not paid on the date

demand is made, interest on the unpaid principal and interest will accrue at a

rate equal to the Interest Rate, if any, plus 100 basis points per annum

from maturity until the principal and interest on such Loans are fully paid.




 




(d)           Subject

to Section 2.01, any amounts hereunder may be prepaid at any time by the

Maker.




 




Section 1.03.  Subordination.  All loans made to either of the Company or

any Guarantor shall be subordinated in right of payment to the payment and

performance 




 





























 




of the obligations of the Company and any Subsidiary under the

Indenture, the Securities, the Guarantees or any other Indebtedness ranking

senior to or pari  passu with the Securities, or any Guarantors,

including, without limitation, any Indebtedness incurred under the Bank Credit

Agreement; provided that with respect to a Subsidiary in any specific

instance, such Subsidiary is also an obligor under the Indenture, the

Securities, a Guarantee or such other senior or pari  passu

Indebtedness, as the case may be, whether as a borrower, guarantor or pledgor

of collateral.




 




ARTICLE II




 




EVENTS OF DEFAULT




 




Section 2.01.  Events of Default.  If after the date of issuance of this Loan

(i) an Event of Default has occurred under the Indenture, (ii) an

“Event of Default” (as defined) has occurred under the Bank Credit Agreement,

or any refinancing of the Bank Credit Agreement or (iii) an “event of

default” (as defined) on any other Indebtedness of the Company or any Guarantor

then (x) in the event of the Maker is not either one of the Company or a

Guarantor, all amounts owing under the Loans hereunder shall be immediately due

and payable to the Holder, and (y) in the event the Maker is either the

Company or, the amounts owing under the Loans hereunder shall not be due and

payable, the amounts owing under the Loans hereunder shall not be due and

payable; provided, however, that if such Event of Default or

event of default has been waived, cured or rescinded, such amounts shall no

longer be due and payable in the case of clause (x), and such amounts may

be payable in the case of clause (y). 

If the Holder is a Subsidiary, then the Holder hereby agrees that if it

receives any payments or distributions on any Loan from the Company or a

Guarantor which is not payable pursuant to clause (y) of the prior

sentence after any Event of Default or event or default described in

clauses (i), (ii) or (iii) above has occurred, is continuing and has not

been waived, cured or rescinded, it will pay over and deliver forthwith to the

Company or such Guarantor, as the case may be, all such payments and

distributions.




 




ARTICLE III




 




MISCELLANEOUS




 




Section 3.01  Amendments,

Etc.  No amendment or waiver

of any provision of this intercompany note, or consent to depart herefrom is

permitted at any time for any reason, except with the consent of the Holders of

not less than a majority in aggregate principal amount of the Outstanding

Securities.




 




Section 3.02  Assignment.  No party to this Agreement may assign, in

whole or in part, any of its rights and obligations under this intercompany

note, except to its legal successor in interest.




 





























 




 




Section 3.03  Third Party

Beneficiaries.  The holders of the

Securities or any other Indebtedness ranking pari  passu with or

senior to, the Securities or any Guarantees, including without limitation, any

Indebtedness incurred under the Bank Credit Agreement, shall be third party

beneficiaries to this intercompany note and shall have the right to enforce

this intercompany note against the Company or any of their Subsidiaries




.




Section 3.04  Headings.  Article and Section headings in this

intercompany note are included for convenience of reference only and shall not

constitute a part of this intercompany note for any other purpose.




 




Section 3.05  Entire Agreement.  This intercompany note sets forth the entire

agreement or the parties with respect to its subject matter and supersedes all

previous understandings, written or oral, in respect thereof.




 




Section 3.06  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING

EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).




 




Section 3.07  Waivers.  The Maker hereby waives presentment, demand

for payment, notice of protest and all other demands and notices in connection

with the delivery, acceptance, performance or enforcement hereof.




 




	

   


  	

  By:


  	

   


  





 





























 




BORROWINGS, MATURITIES,

AND PAYMENTS OF PRINCIPAL




 




	

  Date


  	

   


  	

  Amount of


  Borrowing/


  Principal


  	

   


  	

  Maturity

  of


  Borrowing/


  Principal


  	

   


  	

  Amount


  Principal Paid


  or Prepaid


  	

   


  	

  Unpaid


  Principal


  Balance


  	

   


  	

  Notation


  Made by


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 





























 




SINCLAIR BROADCAST

GROUP, INC., as Issuer,




 




THE GUARANTORS

IDENTIFIED ON ANNEX A HERETO, as Guarantors,




 




and




 




FIRST UNION

NATIONAL BANK, as Trustee




 




                




 




INDENTURE




 




Dated as of December

10, 2001




 




                 




 




$310,000,000




 




8 3/4% Senior

Subordinated Notes due 2011




 





























 




TABLE OF CONTENTS




 




	

  PARTIES


  	

   


  
	

   


  	

   


  
	

  RECITALS


  	

   


  
	

   


  	

   


  
	

  ARTICLE ONE


  	

  DEFINITIONS AND OTHER PROVISIONS OF GENERAL

  APPLICATION


  
	

   


  	

   


  
	

  Section 101.  Definitions .


  
	

   


  	

  “Acquired

  Indebtedness”


  
	

   


  	

  “Affiliate”


  
	

   


  	

  “Agent Member”


  
	

   


  	

  “Applicable

  Procedures”


  
	

   


  	

  “Asset Sale”


  
	

   


  	

  “Asset Swap”


  
	

   


  	

  “Average

  Life to Stated Maturity”


  
	

   


  	

  “Bank

  Credit Agreement”


  
	

   


  	

  “Bankruptcy Law”


  
	

   


  	

  “Board of

  Directors”


  
	

   


  	

  “Board

  Resolution”


  
	

   


  	

  “Business Day”


  
	

   


  	

  “Capital Lease Obligation”


  
	

   


  	

  “Cash

  Equivalents”


  
	

   


  	

  “Change of

  Control”


  
	

   


  	

  “Clearstream”


  
	

   


  	

  “Code”


  
	

   


  	

  “Commission”


  
	

   


  	

  “Company”


  
	

   


  	

  “Company

  Request” or “Company Order”


  
	

   


  	

  “Consolidated Interest

  Expense”


  
	

   


  	

  “Consolidated Net

  Income (Loss)”


  
	

   


  	

  “Consolidated

  Net Worth”


  
	

   


  	

  “Consolidation”


  
	

   


  	

  “Corporate

  Trust Office”


  
	

   


  	

  “Cumulative

  Consolidated Interest Expense”


  
	

   


  	

  “Cumulative Operating

  Cash Flow”


  
	

   


  	

  “Debt to Operating

  Cash Flow Ratio”


  





 




i





























 




	

   


  	

  “Default”


  
	

   


  	

  “Depositary”


  
	

   


  	

  “Designated

  Guarantor Senior Indebtedness”


  
	

   


  	

  “Designated Senior

  Indebtedness”


  
	

   


  	

  “Disqualified Equity

  Interests”


  
	

   


  	

  “Equity Interest”


  
	

   


  	

  “Euroclear”


  
	

   


  	

  “Event of Default”


  
	

   


  	

  “Exchange Act”


  
	

   


  	

  “Exchange Offer”


  
	

   


  	

  “Exchange

  Offer Registration Statement”


  
	

   


  	

  “Fair Market Value”


  
	

   


  	

  “Film Contract”


  
	

   


  	

  “Founders’ Notes”


  
	

   


  	

  “Generally

  Accepted Accounting Principles” or “GAAP”


  
	

   


  	

  “Global Security”


  
	

   


  	

  “Guarantee”


  
	

   


  	

  “Guaranteed Debt”


  
	

   


  	

  “Guarantor”


  
	

   


  	

  “Guarantor Senior

  Indebtedness”


  
	

   


  	

  “Holder”


  
	

   


  	

  “Indebtedness”


  
	

   


  	

  “Indenture”


  
	

   


  	

  “Indenture Obligations”


  
	

   


  	

  “Independent Director”


  
	

   


  	

  “Initial Purchasers”


  
	

   


  	

  “Initial Securities “


  
	

   


  	

  “Interest Payment Date”


  
	

   


  	

  “Interest Rate Agreements”


  
	

   


  	

  “Investments”


  
	

   


  	

  “Issue Date”


  
	

   


  	

  “Lien”


  
	

   


  	

  “Local Marketing

  Agreement”


  
	

   


  	

  “Maturity”


  
	

   


  	

  “Moody’s”


  
	

   


  	

  “Net Cash Proceeds”


  
	

   


  	

  “Non-payment Default”


  
	

   


  	

  “Officers’ Certificate”


  
	

   


  	

  “Operating Cash Flow”


  
	

   


  	

  “Opinion of Counsel”


  
	

   


  	

  “Opinion

  of Independent Counsel”


  
	

   


  	

  “Outstanding”


  





 




ii





























 




	

   


  	

  “Pari Passu Indebtedness”


  
	

   


  	

  “Paying Agent”


  
	

   


  	

  “Payment Default”


  
	

   


  	

  “Permitted

  Guarantor Junior Securities”


  
	

   


  	

  “Permitted Holders”


  
	

   


  	

  “Permitted Indebtedness”


  
	

   


  	

  “Permitted Investment”


  
	

   


  	

  “Permitted Junior

  Securities”


  
	

   


  	

  “Permitted

  Subsidiary Indebtedness”


  
	

   


  	

  “Person”


  
	

   


  	

  “Predecessor Security”


  
	

   


  	

  “Preferred Equity Interest”


  
	

   


  	

  “Prospectus”


  
	

   


  	

  “Public Equity Offering”


  
	

   


  	

  “Qualified Equity Interests”


  
	

   


  	

  “Redemption Date”


  
	

   


  	

  “Redemption Price”


  
	

   


  	

  “Registration Rights

  Agreement”


  
	

   


  	

  “Registration Statement”


  
	

   


  	

  “Regular Record Date”


  
	

   


  	

  “Regulation S”


  
	

   


  	

  “Regulation S

  Global Securities”


  
	

   


  	

  “Responsible Officer”


  
	

   


  	

  “Restricted Payment”


  
	

   


  	

  “Restricted Securities

  Legend”


  
	

   


  	

  “Restricted

  Securities Transfer Certificate”


  
	

   


  	

  “Restricted Security”


  
	

   


  	

  “Restricted Subsidiary”


  
	

   


  	

  “Rule 144”


  
	

   


  	

  “Rule 144A Global

  Securities”


  
	

   


  	

  “Rule 144A Information”


  
	

   


  	

  “Sale and Leaseback

  Transaction”


  
	

   


  	

  “S&P”


  
	

   


  	

  “Securities”


  
	

   


  	

  “Securities Act”


  
	

   


  	

  “Security Register” and “Security

  Registrar”


  
	

   


  	

  “Senior Indebtedness”


  
	

   


  	

  “Series A Securities”


  
	

   


  	

  “Series B Securities”


  
	

   


  	

  “Shelf Registration

  Statement”


  
	

   


  	

  “Special Record Date”


  
	

   


  	

  “Stated Maturity”


  





 




iii





























 




	

   


  	

  “Subordinated

  Indebtedness”


  
	

   


  	

  “Subsidiary”


  
	

   


  	

  “Successor Security”


  
	

   


  	

  “Temporary Cash

  Investments”


  
	

   


  	

  “Trust Indenture Act”


  
	

   


  	

  “Trustee”


  
	

   


  	

  “Unrestricted Subsidiary”


  
	

   


  	

  “Unrestricted

  Subsidiary Indebtedness”


  
	

   


  	

  “U.S. Person”


  
	

   


  	

  “Voting Stock”


  
	

   


  	

  “Wholly Owned

  Restricted Subsidiary”


  
	

   


  	

   


  
	

  Section 102.


  	

  Other Definitions.


  
	

  Section

  103.


  	

  Compliance Certificates and Opinions.


  
	

  Section

  104.


  	

  Form of Documents Delivered to Trustee.


  
	

  Section 105.


  	

  Acts of Holders.


  
	

  Section

  106.


  	

  Notices, etc., to Trustee, the Company

  and any Guarantor.


  
	

  Section

  107.


  	

  Notice to Holders; Waiver.


  
	

  Section

  108.


  	

  Conflict with Trust Indenture Act.


  
	

  Section

  109.


  	

  Effect of Headings and Table of Contents.


  
	

  Section

  110.


  	

  Successors and Assigns.


  
	

  Section 111.


  	

  Separability Clause.


  
	

  Section

  112.


  	

  Benefits of Indenture.


  
	

  Section 113.


  	

  Governing Law


  
	

  Section 114.


  	

  Legal Holidays


  
	

  Section

  115.


  	

  Schedules and Exhibits


  
	

  Section 116.


  	

  Counterparts.


  
	

   


  	

   


  
	

  ARTICLE TWO    SECURITY

  FORMS


  
	

   


  	

   


  
	

  Section 201.


  	

  Forms Generally.


  
	

  Section

  202.


  	

  Form

  of Face of Security


  
	

  Section

  203.


  	

  Form

  of Reverse of Security


  
	

  Section

  204.


  	

  Additional

  Provisions Required in Global Security


  
	

  Section

  205.


  	

  Form of Trustee’s Certificate of

  Authentication.


  
	

  Section

  206.


  	

  Form of Guarantee of Each of the

  Guarantors


  
	

   


  	

   


  
	

  ARTICLE THREE THE SECURITIES


  
	

   


  	

   


  
	

  Section 301.


  	

  Title and Terms.


  
	

  Section 302.


  	

  Denominations.


  
	

  Section

  303.


  	

  Execution, Authentication, Delivery and

  Dating


  
	

  Section 304.


  	

  Temporary Securities.


  
	

  Section 305.


  	

  Global Securities.


  
			





 




iv





























 




	

  Section

  306.


  	

  Registration,

  Registration of Transfer and Exchange.


  	

   


  
	

  Section

  307.


  	

  Special

  Transfer Provisions


  	

   


  
	

  Section

  308..


  	

  Mutilated, Destroyed, Lost and Stolen

  Securities


  	

   


  
	

  Section

  309.


  	

  Payment of Interest; Interest Rights

  Preserved.


  	

   


  
	

  Section

  310.


  	

  Persons Deemed Owners.


  	

   


  
	

  Section 311.


  	

  Cancellation.


  	

   


  
	

  Section

  312.


  	

  Computation of Interest.


  	

   


  
	

  Section 313..


  	

  CUSIP Numbers


  	

   


  
	

   


  	

   


  
	

  ARTICLE FOUR           DEFEASANCE AND 

  COVENANT DEFEASANCE


  
	

   


  	

   


  
	

  Section

  401.


  	

  Company’s

  Option to Effect Defeasance or Covenant Defeasance.


  	

   


  
	

  Section

  402.


  	

  Defeasance and Discharge.


  	

   


  
	

  Section 403.


  	

  Covenant Defeasance.


  	

   


  
	

  Section

  404.


  	

  Conditions to Defeasance or Covenant

  Defeasance.


  	

   


  
	

  Section

  405.


  	

  Deposited

  Money and U.S. Government Obligations to Be Held in Trust; Other

  Miscellaneous Provisions.


  
	

  Section 406.


  	

  Reinstatement.


  	

   


  
	

   


  	

   


  
	

  ARTICLE FIVE  REMEDIES


  
	

   


  
	

  Section 501.


  	

  Events of Default.


  	

   


  
	

  Section

  502.


  	

  Acceleration of Maturity; Rescission and

  Annulment.


  	

   


  
	

  Section

  503.


  	

  Collection

  of Indebtedness and Suits for Enforcement by Trustee.


  	

   


  
	

  Section

  504.


  	

  Trustee May File Proofs of Claim.


  	

   


  
	

  Section

  505.


  	

  Trustee May Enforce Claims without

  Possession of Securities.


  	

   


  
	

  Section

  506.


  	

  Application of Money Collected.


  	

   


  
	

  Section

  507.


  	

  Limitation on Suits.


  	

   


  
	

  Section

  508.


  	

  Unconditional

  Right of Holders to Receive Principal, Premium and Interest.


  	

   


  
	

  Section

  509.


  	

  Restoration of Rights and Remedies.


  	

   


  
	

  Section

  510.


  	

  Rights and Remedies Cumulative.


  	

   


  
	

  Section

  511.


  	

  Delay or Omission Not Waiver.


  	

   


  
	

  Section

  512.


  	

  Control by Holders.


  	

   


  
	

  Section

  513.


  	

  Waiver of Past Defaults.


  	

   


  
	

  Section

  514.


  	

  Undertaking for Costs.


  	

   


  
	

  Section

  515.


  	

  Waiver of Stay, Extension or Usury Laws.


  	

   


  
	

   


  	

   


  
	

  ARTICLE SIX    THE TRUSTEE


  
	

   


  	

   


  
	

  Section

  601.


  	

  Notice of

  Defaults


  
						





 




v





























 




	

  Section

  602.


  	

  Certain Rights of Trustee.


  	

   


  
	

  Section

  603.


  	

  Trustee

  Not Responsible for Recitals, Dispositions of Securities or Application of

  Proceeds Thereof.


  	

   


  
	

  Section

  604.


  	

  Trustee and Agents May Hold Securities;

  Collections; etc.


  	

   


  
	

  Section

  605.


  	

  Money Held in Trust.


  	

   


  
	

  Section

  606.


  	

  Compensation

  and Indemnification of Trustee and Its Prior Claim.


  	

   


  
	

  Section 607.


  	

  Conflicting Interests.


  	

   


  
	

  Section

  608.


  	

  Corporate Trustee Required; Eligibility.


  	

   


  
	

  Section

  609.


  	

  Resignation and Removal; Appointment of

  Successor Trustee.


  	

   


  
	

  Section

  610.


  	

  Acceptance of Appointment by Successor.


  	

   


  
	

  Section

  611.


  	

  Merger, Conversion, Consolidation or

  Succession to Business.


  	

   


  
	

  Section

  612.


  	

  Preferential Collection of Claims Against

  Company.


  	

   


  
	

   


  	

   


  	

   


  
	

  ARTICLE SEVEN    HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


  
	

   


  	

   


  
	

  Section

  701.


  	

  Company to Furnish Trustee Names and

  Addresses of Holders.


  	

   


  
	

  Section

  702.


  	

  Disclosure of Names and Addresses of

  Holders.


  	

   


  
	

  Section

  703.


  	

  Reports by Trustee.


  	

   


  
	

  Section

  704.


  	

  Reports by Company and Guarantors.


  	

   


  
	

   


  	

   


  
	

  ARTICLE EIGHT    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


  
	

   


  	

   


  
	

  Section

  801.


  	

  Company

  or Any Guarantor May Consolidate, etc., Only on Certain Terms.


  	

   


  
	

  Section 802.


  	

  Successor Substituted.


  	

   


  
	

   


  	

   


  
	

  ARTICLE 

  NINE    SUPPLEMENTAL INDENTURES


  
	

   


  	

   


  
	

  Section

  901.


  	

  Supplemental

  Indentures and Agreements without Consent of Holders.


  	

   


  
	

  Section

  902.


  	

  Supplemental

  Indentures and Agreements with Consent of Holders.


  	

   


  
	

  Section

  903.


  	

  Execution of Supplemental Indentures and

  Agreements.


  	

   


  
	

  Section

  904.


  	

  Effect of Supplemental Indentures.


  	

   


  
	

  Section

  905.


  	

  Conformity with Trust Indenture Act.


  	

   


  
	

  Section

  906.


  	

  Reference in Securities to Supplemental

  Indentures.


  	

   


  
	

  Section

  907.


  	

  Effect on Senior Indebtedness.


  	

   


  
					





 




vi





























 




	

  ARTICLE 

  TEN    COVENANTS


  
	

   


  	

   


  
	

  Section

  1001.


  	

  Payment of Principal, Premium and

  Interest.


  	

   


  
	

  Section

  1002.


  	

  Maintenance of Office or Agency.


  	

   


  
	

  Section

  1003.


  	

  Money for Security Payments to Be Held

  in Trust.


  	

   


  
	

  Section 1004.


  	

  Corporate Existence.


  	

   


  
	

  Section

  1005.


  	

  Payment of Taxes and Other Claims.


  	

   


  
	

  Section

  1006.


  	

  Maintenance of Properties.


  	

   


  
	

  Section 1007.


  	

  Insurance.


  	

   


  
	

  Section

  1008.


  	

  Limitation on Indebtedness.


  	

   


  
	

  Section

  1009.


  	

  Limitation on Restricted Payments.


  	

   


  
	

  Section

  1010.


  	

  Limitation on Transactions with

  Affiliates.


  	

   


  
	

  Section

  1011.


  	

  Limitation on Senior Subordinated

  Indebtedness.


  	

   


  
	

  Section

  1012.


  	

  Limitation on Liens.


  	

   


  
	

  Section

  1013.


  	

  Limitation on Sale of Assets.


  	

   


  
	

  Section

  1014.


  	

  Limitation

  on Issuances of Guarantees of and Pledges for Indebtedness.


  	

   


  
	

  Section

  1015.


  	

  Restriction on Transfer of Assets.


  	

   


  
	

  Section

  1016.


  	

  Purchase of Securities upon a Change of

  Control.


  	

   


  
	

  Section

  1017.


  	

  Limitation on Subsidiary Equity

  Interests.


  	

   


  
	

  Section

  1018.


  	

  Limitation

  on Dividends and Other Payment Restrictions Affecting Subsidiaries.


  	

   


  
	

  Section

  1019.


  	

  Limitation on Unrestricted Subsidiaries.


  	

   


  
	

  Section

  1020.


  	

  Provision of Financial Statements.


  	

   


  
	

  Section

  1021.


  	

  Statement by Officers as to Default.


  	

   


  
	

  Section

  1022.


  	

  Waiver of Certain Covenants.


  	

   


  
	

   


  	

   


  
	

  ARTICLE ELEVEN    REDEMPTION OF SECURITIES


  
	

   


  	

   


  
	

  Section

  1101.


  	

  Rights of Redemption.


  	

   


  
	

  Section

  1102.


  	

  Applicability of Article.


  	

   


  
	

  Section

  1103.


  	

  Election to Redeem; Notice to Trustee.


  	

   


  
	

  Section

  1104.


  	

  Selection by Trustee of Securities to

  Be Redeemed.


  	

   


  
	

  Section

  1105.


  	

  Notice of Redemption.


  	

   


  
	

  Section

  1106.


  	

  Deposit of Redemption Price.


  	

   


  
	

  Section

  1107.


  	

  Securities Payable on Redemption Date.


  	

   


  
	

  Section

  1108.


  	

  Securities Redeemed or Purchased in

  Part.


  	

   


  
	

   


  	

   


  
	

  ARTICLE TWELVE    SUBORDINATION OF SECURITIES


  
	

   


  	

   


  
	

  Section

  1201.


  	

  Securities Subordinate to Senior

  Indebtedness.


  	

   


  
	

  Section

  1202.


  	

  Payment Over of Proceeds Upon

  Dissolution, etc.


  	

   


  
	

  Section

  1203.


  	

  Suspension of Payment When Senior

  Indebtedness in Default.


  	

   


  
				





 




vii





























 




	

  Section

  1204.


  	

  Payment Permitted if No Default.


  	

   


  
	

  Section

  1205.


  	

  Subrogation to Rights of Holders of

  Senior Indebtedness.


  	

   


  
	

  Section

  1206.


  	

  Provisions Solely to Define Relative

  Rights.


  	

   


  
	

  Section

  1207.


  	

  Trustee to Effectuate Subordination.


  	

   


  
	

  Section

  1208.


  	

  No Waiver of Subordination Provisions.


  	

   


  
	

  Section

  1209.


  	

  Notice to Trustee.


  	

   


  
	

  Section

  1210.


  	

  Reliance on Judicial Order or

  Certificate of Liquidating Agent.


  	

   


  
	

  Section

  1211.


  	

  Rights

  of Trustee as a Holder of Senior Indebtedness; Preservation of Trustee’s

  Rights.


  	

   


  
	

  Section

  1212.


  	

  Article Applicable to Paying Agents.


  	

   


  
	

  Section

  1213.


  	

  No Suspension of Remedies.


  	

   


  
	

  Section

  1214.


  	

  Trustee’s Relation to Senior

  Indebtedness.


  	

   


  
	

   


  	

   


  	

   


  
	

  ARTICLE THIRTEEN     SATISFACTION AND DISCHARGE


  
	

   


  	

   


  
	

  Section

  1301.


  	

  Satisfaction and Discharge of Indenture.


  	

   


  
	

  Section 1302.


  	

  Application of Trust Money.


  	

   


  
	

   


  	

   


  
	

  ARTICLE FOURTEEN    GUARANTEE


  
	

   


  	

   


  
	

  Section

  1401.


  	

  Guarantors’ Guarantee.


  	

   


  
	

  Section

  1402.


  	

  Continuing

  Guarantee; No Right of Set-Off; Independent Obligation.


  	

   


  
	

  Section 1403.


  	

  Guarantee Absolute.


  	

   


  
	

  Section

  1404.


  	

  Right to Demand Full Performance.


  	

   


  
	

  Section 1405.


  	

  Waivers.


  	

   


  
	

  Section

  1406.


  	

  The

  Guarantors Remain Obligated in Event the Company Is No Longer Obligated to

  Discharge Indenture Obligations.


  
	

  Section

  1407.


  	

  Fraudulent Conveyance; Contribution;

  Subrogation.


  	

   


  
	

  Section

  1408.


  	

  Guarantee Is in Addition to Other

  Security.


  	

   


  
	

  Section

  1409.


  	

  Release of Security Interests.


  	

   


  
	

  Section

  1410.


  	

  No Bar to Further Actions.


  	

   


  
	

  Section

  1411.


  	

  Failure

  to Exercise Rights Shall Not Operate as a Waiver; No Suspension of Remedies.


  	

   


  
	

  Section

  1412.


  	

  Trustee’s Duties; Notice to Trustee.


  	

   


  
	

  Section

  1413.


  	

  Successors and Assigns.


  	

   


  
	

  Section

  1414.


  	

  Release of Guarantee.


  	

   


  
	

  Section

  1415.


  	

  Execution of Guarantee.


  	

   


  
	

  Section

  1416.


  	

  Guarantee  Subordinate to Guarantor

  Senior Indebtedness.


  	

   


  
	

  Section

  1417.


  	

  Payment

  Over of Proceeds Upon Dissolution of the Guarantor, etc.


  	

   


  
	

  Section

  1418.


  	

  Default on Guarantor Senior

  Indebtedness.


  	

   


  
	

  Section

  1419.


  	

  Payment Permitted by Each of the

  Guarantors if  No Default.


  	

   


  
					





 




viii





























 




	

  Section

  1420.


  	

    Subrogation to Rights of Holders of

  Guarantor Senior Indebtedness.


  	

   


  	

   


  
	

  Section

  1421.


  	

   

  Provisions Solely to Define Relative Rights.


  	

   


  	

   


  
	

  Section

  1422.


  	

   

  Trustee to Effectuate Subordination.


  	

   


  	

   


  
	

  Section

  1423.


  	

   

  No Waiver of Subordination Provisions.


  	

   


  	

   


  
	

  Section

  1424.


  	

   

  Notice to Trustee by Each of the

  Guarantors.


  	

   


  	

   


  
	

  Section

  1425.


  	

   

  Reliance on Judicial Order or

  Certificate of Liquidating Agent.


  	

   


  	

   


  
	

  Section

  1426.


  	

    Rights of Trustee as a Holder of Guarantor

  Senior Indebtedness; Preservation of Trustee’s Rights.


  	

   


  
	

  Section

  1427.


  	

   

  Article Applicable to Paying Agents.


  	

   


  	

   


  
	

  Section

  1428.


  	

    No Suspension of Remedies.


  	

   


  	

   


  
	

  Section

  1429.


  	

   

  Trustee’s Relation to Guarantor Senior

  Indebtedness.


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  TESTIMONIUM


  	

   


  	

   


  
	

   


  
	

  SIGNATURES AND SEALS


  	

   


  	

   


  
	

   


  	

   


  
	

  ACKNOWLEDGMENTS


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  ANNEX A


  	

  Guarantors


  	

   


  
	

   


  	

   


  	

   


  
	

  SCHEDULE I


  	

  Existing Indebtedness of Sinclair Broadcast

  Group, Inc. and its Restricted Subsidiaries


  	

   


  
	

   


  	

   


  	

   


  
	

  SCHEDULE II


  	

  Existing Liens


  	

   


  
	

   


  	

   


  	

   


  
	

  SCHEDULE III


  	

  Existing Encumbrances and Restrictions


  	

   


  
	

   


  	

   


  	

   


  
	

  EXHIBIT A


  	

  Form of Regulation S Certificate


  
	

   


  	

   


  	

   


  
	

  EXHIBIT B


  	

  Form of Restricted Securities Transfer

  Certificate


  	

   


  
	

   


  	

   


  	

   


  
	

  EXHIBIT C


  	

  Form of Unrestricted Securities Certificate


  	

   


  
	

   


  	

   


  	

   


  
	

  EXHIBIT D


  	

  Form of Intercompany Note


  	

   


  
						





 




ix





























 




Reconciliation and tie

between Trust Indenture Act of 1939




and Indenture,

dated as of December 10, 2001




 




	

  TRUST INDENTURE


  ACT SECTION


  	

   


  	

   


  	

  INDENTURE


  SECTION


  	

   


  
	

  §

  310


  	

  (a)


  	

   


  	

   


  	

  610, 611


  	

   


  
	

   


  	

  (a)(1)


  	

   


  	

   


  	

  608


  	

   


  
	

   


  	

  (a)(2)


  	

   


  	

   


  	

  608


  	

   


  
	

   


  	

  (b)


  	

   


  	

   


  	

  607, 609


  	

   


  
	

  §

  311


  	

  (a)


  	

   


  	

   


  	

  612


  	

   


  
	

  §

  312


  	

  (a)


  	

   


  	

   


  	

  701


  	

   


  
	

   


  	

  (b)


  	

   


  	

   


  	

  702


  	

   


  
	

   


  	

  (c)


  	

   


  	

   


  	

  702


  	

   


  
	

  §

  313


  	

  (a)


  	

   


  	

   


  	

  703


  	

   


  
	

   


  	

  (c)


  	

   


  	

   


  	

  703, 704


  	

   


  
	

  § 314


  	

  (a)


  	

   


  	

   


  	

  704


  	

   


  
	

   


  	

  (a)(4)


  	

   


  	

   


  	

  1021


  	

   


  
	

   


  	

  (c)(1)


  	

   


  	

   


  	

  103


  	

   


  
	

   


  	

  (c)(2)


  	

   


  	

   


  	

  103


  	

   


  
	

   


  	

  (e)


  	

   


  	

   


  	

  103


  	

   


  
	

  §

  315


  	

  (a)


  	

   


  	

   


  	

  602, 903


  	

   


  
	

   


  	

  (b)


  	

   


  	

   


  	

  601, 602, 903


  	

   


  
	

   


  	

  (c)


  	

   


  	

   


  	

  602, 903


  	

   


  
	

   


  	

  (d)


  	

   


  	

   


  	

  602, 903


  	

   


  
	

   


  	

  (e)


  	

   


  	

   


  	

  514


  	

   


  
	

  §

  316


  	

  (a)(last

  sentence)


  	

   


  	

   


  	

  101 ("Outstanding")


  	

   


  
	

   


  	

   


  	

   


  	

  502, 512


  	

   


  
	

   


  	

  (a)(1)(A)


  	

   


  	

   


  	

  513


  	

   


  
	

   


  	

  (a)(1)(B)


  	

   


  	

   


  	

  508


  	

   


  
	

   


  	

  (b)


  	

   


  	

   


  	

  105


  	

   


  
	

   


  	

  (c)


  	

   


  	

   


  	

   


  	

   


  
	

  § 317


  	

  (a)(1)


  	

   


  	

   


  	

  503


  	

   


  
	

   


  	

  (a)(2)


  	

   


  	

   


  	

  504


  	

   


  
	

   


  	

  (b)


  	

   


  	

   


  	

  1003


  	

   


  
	

  §

  318         


  	

  (a)


  	

   


  	

   


  	

  108


  	

   


  
								





 






















Note:                                      This

reconciliation and tie shall not, for any purpose, be deemed to be a part of

this Indenture.




 




x