exv4w5



 






EXHIBIT 4.5




SUPPLEMENTAL INDENTURE




          Supplemental Indenture (this “Supplemental Indenture”), dated as of March 10, 2005,
among WAPA America, Inc., a Delaware corporation and WWHO Broadcasting, LLC, a Delaware limited
liability company (each a “Guaranteeing Subsidiary”), each of which is a direct or indirect,
wholly-owned subsidiary of LIN Television Corporation (or its permitted successor), a Delaware
corporation (the “Company”), the Company and The Bank of New York, trustee under the Indenture
referred to below (the “Trustee”).




W I T N E S S E T H




          WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of May 12, 2003, providing for the issuance of an aggregate principal amount
of 2.50% Exchangeable Senior Subordinated Debentures due 2033 (the “Notes”);




          WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture, pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”);
and




          WHEREAS, pursuant to Section 11.06 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:




     1.
Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.



     2. Agreement to Guarantee. Each Guaranteeing Subsidiary hereby
agrees to jointly and severally guarantee to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the
Company hereunder or thereunder, on a senior subordinated basis pursuant to, and in accordance
with, the terms and conditions of Article Six of the Indenture and to otherwise assume the
obligations and rights as a Guarantor under the Indenture.



     3. Releases. Upon receipt by the Trustee of a request by the
Company accompanied by an Officers’ Certificate certifying as to compliance with Section 6.03 of
the Indenture, the Trustee shall deliver an appropriate instrument evidencing such release.



 









 





     4. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such,
shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under
the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture, or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
the Notes by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes.



     5. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.



     6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.



     7. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.



     8. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for
or in respect of the recitals contained herein, all of which recitals are made solely by each
Guaranteeing Subsidiary and the Company.



[Remainder of page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first written above.




	 	 	 	 	 	 
	 
	 	WAPA America, Inc.	 	 

	 
	 	 	 	 
	 

	 	By:	 	/s/ Vincent Sadusky 
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Vincent L. Sadusky

Vice President, Chief Financial
Officer and Treasurer
	 
	 	 	 	 
	 
	 	WWHO Broadcasting, LLC	 	 

	 
	 	 	 	 
	 
	 	By: LIN Television Corporation, its
Managing Member	 	 

	 
	 	 	 	 
	 

	 	By:	 	/s/ Vincent Sadusky 
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Vincent L. Sadusky

Vice President, Chief Financial
Officer and Treasurer
	 
	 	 	 	 
	 
	 	LIN Television Corporation	 	 

	 
	 	 	 	 
	 

	 	By:	 	/s/ Vincent Sadusky 
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Vincent L. Sadusky

Vice President, Chief Financial
Officer and Treasurer
	 
	 	 	 	 
	 
	 	The Bank of New York, as Trustee	 	 

	 
	 	 	 	 
	 
	 	By:	 	/s/ Barbara Bevelaqua 
	 

	 	 	 	 
	 
	 	Name: 	 	Barbara Bevelaqua
	 
	 	Title:
	 	Vice President