EXHIBIT 4.7


 


DEPOSIT AGREEMENT


 


This DEPOSIT
AGREEMENT is made and entered into as of
                            
by and among Sinclair Broadcast Group, Inc., a Maryland corporation (the
“Company”),
                                                        ,
as Depositary, and all holders from time to time of Receipts (as hereinafter
defined) issued hereunder.


 


WITNESSETH:


 


WHEREAS, it is
desired to provide, as hereinafter set forth in this Deposit Agreement, for the
deposit of shares of the Company’s Preferred Stock (as hereinafter defined)
with the Depositary for the purposes set forth in this Deposit Agreement and
for the issuance hereunder of the Receipts evidencing Depositary Shares
representing a fractional interest in the Preferred Stock deposited; and


 


WHEREAS, the
Receipts are to be substantially in the form of Exhibit A annexed
to this Deposit Agreement, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement;


 


NOW,
THEREFORE, in consideration of the promises contained herein, it is agreed by
and among the parties hereto as follows:


 


ARTICLE I



DEFINITIONS


 


The following
definitions shall apply to the respective terms (in the singular and plural
forms of such terms) used in this Deposit Agreement and the Receipts:


 


SECTION 1.01.  “Articles of Incorporation” shall mean the
Amended and Restated Articles of Incorporation, as amended and supplemented
from time to time, of the Company.


 


SECTION 1.02.  “Articles Supplementary” shall mean the
Articles Supplementary Classifying
                          
Shares of Preferred Stock as       %  Series                                                   
Preferred Stock filed with the State Department of Assessments and Taxation of
the State of Maryland establishing the Preferred Stock as a series of Preferred
Stock of the Company.


 


SECTION 1.03.  “Class B Common Stock” shall mean shares
of the Company’s Class B common stock, $0.01 par value per share.


 


SECTION 1.04.  “Common Stock” shall mean shares of the
Company’s Class A common stock, $0.01 par value per share.


 


SECTION 1.05.  “Company” shall mean Sinclair Broadcast Group, Inc.,
a Maryland corporation, and its successors.


 

















 


SECTION 1.06.  “Corporate Office” shall mean the corporate
office of the Depositary at which at any particular time its business in
respect of matters governed by this Deposit Agreement shall be administered,
which at the date of this Deposit Agreement is located at
                                                                                .


 


SECTION 1.07.  “Deposit Agreement” shall mean this
agreement, as the same may be amended, modified or supplemented from time to
time.


 


SECTION 1.08.  “Depositary” shall mean
                                                                      ,
a company or corporation having its principal office in the United States, and
any successor as depositary hereunder.


 


SECTION 1.09.  ‘‘Depositary Share” shall mean a 1/100th  fractional interest of a share of Preferred
Stock deposited with the Depositary hereunder and the same proportionate
interest in any and all other property received by the Depositary in respect of
such share of Preferred Stock and held under this Deposit Agreement, all as
evidenced by the Receipts issued hereunder. 
Subject to the terms of this Deposit Agreement, each owner of a
Depositary Share is entitled, proportionately, to all the rights, preferences
and privileges of the Preferred Stock represented by such Depositary Share,
including the dividend and distribution, voting, redemption, conversion and
liquidation rights as set forth in the Articles Supplementary.


 


SECTION 1.10.  “Depositary’s Agent” shall mean one or more
agents appointed by the Depositary as provided, and for the purposes specified,
in Section 7.05.


 


SECTION 1.11.  “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


 


SECTION 1.12.   “NASDAQ”
shall mean the NASDAQ Stock Market, Inc., including the NASDAQ Global
Select Market, or a successor that is a national securities exchange registered
under Section 6 of the Exchange Act.


 


SECTION 1.13.  “NYSE” shall mean the New York Stock Exchange, Inc.
or a successor that is a national securities exchange registered under Section 6
of the Exchange Act.


 


SECTION 1.14.   “NYSE
Alternext” shall mean the NYSE Alternext US or a successor that is a national
securities exchange registered under Section 6 of the Exchange Act.


 


SECTION 1.15.  “Preferred Stock” shall mean shares of the
Company’s         % Series                                                             
Preferred Stock, $0.01 par value per share, heretofore validly issued, fully
paid and nonassessable.


 


SECTION 1.16.  “Receipt” shall mean a Depositary Receipt
issued hereunder to evidence one or more Depositary Shares, whether in
definitive or temporary form, substantially in the form set forth as Exhibit A
hereto.


 


SECTION 1.17.  “record date” shall mean the date fixed
pursuant to Section 4.04.


 


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SECTION 1.18.  “record holder” or “holder” as applied to a
Receipt shall mean the person in whose name a Receipt is registered on the
books maintained by the Depositary for such purpose.


 


SECTION 1.19.  “Registrar” shall mean
                                                                    ,
or any bank or trust company appointed to register ownership and transfers of
Receipts or the deposited Preferred Stock, as the case may be, as herein
provided.


 


SECTION 1.20.  “Securities Act” shall mean the Securities
Act of 1933, as amended.


 


SECTION 1.21.  “Transfer Agent” shall mean
                                                                                ,
or any bank or trust company appointed to transfer the Receipts or the
deposited Preferred Stock, as the case may be, as herein provided.


 


ARTICLE II



FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK, EXECUTION

AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS


 


SECTION 2.01.  Form and Transferability of Receipts.  Definitive Receipts shall be engraved or
printed or lithographed with steel-engraved borders and underlying tint and
shall be substantially in the form set forth in Exhibit A annexed
to this Deposit Agreement, with appropriate insertions, modifications and
omissions, as hereinafter provided. 
Pending the preparation of definitive Receipts, the Depositary, upon the
written order of the Company, delivered in compliance with Section 2.02,
shall execute and deliver temporary Receipts which may be printed,
lithographed, typewritten, mimeographed or otherwise substantially of the tenor
of the definitive Receipts in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
persons executing such Receipts may determine, as evidenced by their execution
of such Receipts.  If temporary Receipts
are issued, the Company and the Depositary will cause definitive Receipts to be
prepared without unreasonable delay. 
After the preparation of definitive Receipts, the temporary Receipts
shall be exchangeable for definitive Receipts upon surrender of the temporary
Receipts at the Corporate Office or such other offices, if any, as the
Depositary may designate, without charge to the holder.  Upon surrender for cancellation of any one or
more temporary Receipts, the Depositary shall execute and deliver in exchange
therefor definitive Receipts representing the same number of Depositary Shares
as represented by the surrendered temporary Receipt or Receipts.  Such exchange shall be made at the Company’s
expense and without any charge therefor. 
Until so exchanged, the temporary Receipts shall in all respects be
entitled to the same benefits under this Deposit Agreement, and with respect to
the Preferred Stock deposited, as definitive Receipts.


 


Receipts shall
be executed by the Depositary by the manual or facsimile signature of a duly
authorized signatory of the Depositary, provided that if a Registrar (other
than the Depositary) shall have been appointed then such Receipts shall also be
countersigned by manual signature of a duly authorized signatory of the Registrar.  No Receipt shall be entitled to any benefits
under this Deposit Agreement or be valid or obligatory for any purpose unless
it shall have been executed as provided in the preceding sentence.  The Depositary shall record on its books each
Receipt executed as provided above and delivered as hereinafter provided.


 


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Except as the
Depositary may otherwise determine, Receipts shall be in denominations of any
number of whole Depositary Shares.  All
Receipts shall be dated the date of their issuance.


 


Receipts may
be endorsed with or have incorporated in the text thereof such legends or
recitals or changes not inconsistent with the provisions of this Deposit
Agreement as may be required by the Company or required to comply with any
applicable law or regulation or with the rules and regulations of any
securities exchange or interdealer quotation system upon which the Preferred
Stock, the Depositary Shares or the Receipts may be listed or quoted or to
conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject, in
each case, as directed by the Company.


 


Title to any
Receipt (and to the Depositary Shares evidenced by such Receipt) that is
properly endorsed or accompanied by a properly executed instrument of transfer
or endorsement shall be transferable by delivery with the same effect as in the
case of a negotiable instrument; provided, however, that until a Receipt shall
be transferred on the books of the Depositary as provided in Section 2.04,
the Depositary may, notwithstanding any notice to the contrary, treat the
record holder thereof at such time as the absolute owner thereof for the
purpose of determining the person entitled to dividends or other distributions,
the exercise of any redemption or voting rights or to any notice provided for
in this Deposit Agreement and for all other purposes.


 


SECTION 2.02.  Deposit of Preferred Stock; Execution and
Delivery of Receipts in Respect Thereof. 
Concurrently with the execution of this Deposit Agreement, the Company
is delivering to the Depositary a certificate or certificates, registered in
the name of the Depository Trust Company, or its designee, and evidencing up to
                  
shares of Preferred Stock, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, together with (i) all such certifications
as may be required by the Depositary in accordance with the provisions of this
Deposit Agreement and (ii) a written letter of instruction of the Company
directing the Depositary to execute and deliver to, or upon the written order
of, the person or persons stated in such order a Receipt or Receipts for the
Depositary Shares representing such deposited Preferred Stock.  The Depositary acknowledges receipt of the
deposited Preferred Stock and related documentation and agrees to hold such
deposited Preferred Stock in an account to be established by the Depositary at
the Corporate Office or at such other office as the Depositary shall
determine.  The Company hereby appoints
the Depositary as the Registrar and Transfer Agent for the Preferred Stock deposited
hereunder and the Depositary hereby accepts such appointment and, as such, will
reflect changes in the number of shares (including any fractional shares) of
deposited Preferred Stock held by it by notation, book-entry or other
appropriate method.


 


If required by
the Depositary, Preferred Stock presented for deposit by the Company at any
time, whether or not the register of stockholders of the Company is closed,
shall also be accompanied by an agreement or assignment, or other instrument
satisfactory to the Depositary, that will provide for the prompt transfer to
the Depositary or its nominee of any distribution or right to subscribe for
additional Preferred Stock or to receive other property that any person in
whose name the Preferred Stock is or has been registered may thereafter receive
upon or in respect of such deposited Preferred Stock, or in lieu thereof such
agreement of indemnity or other agreement as shall be satisfactory to the
Depositary.


 


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Upon receipt
by the Depositary of a certificate or certificates for Preferred Stock
deposited hereunder, together with the other documents specified above, and
upon registering such Preferred Stock in the name of the Depositary, the
Depositary, subject to the terms and conditions of this Deposit Agreement,
shall execute and deliver to, or upon the order of, the person or persons named
in the written order delivered to the Depositary referred to in the first
paragraph of this Section 2.02 a Receipt or Receipts for the number of
whole Depositary Shares representing the Preferred Stock so deposited and
registered in such name or names as may be requested by such person or
persons.  The Depositary shall execute
and deliver such Receipt or Receipts at the Corporate Office, except that, at
the request, risk and expense of any person requesting such delivery, such
delivery may be made at such other place as may be designated by such person.


 


Other than in
the case of splits, combinations or other reclassifications affecting the
Preferred Stock, or in the case of distributions of Preferred Stock, if any,
there shall be deposited hereunder not more than the number of shares
constituting the Preferred Stock as set forth in the Articles Supplementary, as
such may be amended.


 


The Company
shall deliver to the Depositary from time to time such quantities of Receipts
as the Depositary may request to enable the Depositary to perform its
obligations under this Deposit Agreement.


 


SECTION 2.03.  Optional Redemption of Preferred Stock for
Cash.  Shares of the Preferred Stock
are not redeemable prior to
                            .  On or after
                                    ,
if the Company shall elect to redeem shares of deposited Preferred Stock for
cash in accordance with the provisions of the Articles Supplementary, it shall
(unless otherwise agreed in writing with the Depositary) give the Depositary
not less than 30 nor more than 60 days’ prior written notice of the date of
such proposed redemption and of the number of such shares of Preferred Stock
held by the Depositary to be redeemed and the applicable redemption price, as
set forth in the Articles Supplementary, including the amount, if any, of
accrued and unpaid dividends thereon to and including the date fixed for
redemption.  The Depositary shall mail,
first-class postage prepaid, notice of the redemption of Preferred Stock and
the proposed simultaneous redemption of the Depositary Shares representing the
Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to
the date fixed for redemption of such Preferred Stock and Depositary Shares
(the “redemption date”), to the record holders of the Receipts evidencing the
Depositary Shares to be so redeemed, at the addresses of such holders as the
same appear on the records of the Depositary. 
No failure to give such notice or any defect thereto or in the mailing
thereof shall affect the sufficiency of notice or validity of the proceedings
for redemption except as to a holder to whom notice was defective or not
given.  A redemption notice which has
been mailed in the manner provided herein shall be conclusively presumed to
have been duly given on the date mailed whether or not the holder received the
redemption notice.  The Company shall
provide the Depositary with such notice, and each such notice shall state: the
redemption date; the redemption price and accrued and unpaid dividends payable
on 


 


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the redemption date; the number
of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if
fewer than all the Depositary Shares held by any holder are to be redeemed, the
number of such Depositary Shares held by such holder to be so redeemed; the
place or places where Receipts evidencing the Depositary Shares to be redeemed
are to be surrendered for payment of the redemption price and accrued and
unpaid dividends payable on the redemption date; and that from and after the
redemption date dividends in respect of the Preferred Stock represented by the
Depositary Shares to be redeemed will cease to accrue.  If fewer than all of the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be redeemed
shall be redeemed pro rata (as nearly as may be practicable without creating
fractional Depositary Shares) or by any other equitable method determined by
the Company that will not result in a violation of the Ownership Limit or the
Existing Holder Limit.


 


During any
period of time that both (i) Preferred Stock is not listed on the NYSE,
NYSE Alternext or NASDAQ (or if the Preferred Stock is at any time held in the
form of Depositary Shares, the Depositary Shares representing Preferred Stock
are not listed on the NYSE, NYSE Alternext or NASDAQ), and (ii) the
Company is not subject to the reporting requirements of the Exchange Act, but
any shares of Series        Preferred Stock
are outstanding, the Corporation will have the option to redeem the Series         
Preferred Stock, in whole but not in part, within 90 days of the date upon
which the shares of the Series         
Preferred Stock cease to be listed and we cease to be subject to such reporting
requirements, for a redemption price of
$                    
per share, plus all dividends accrued and unpaid (whether or not declared), if
any, to the date such shares are redeemed as provided in Section 5(c) of
the Articles Supplementary, upon the giving of notice as provided in Section 5(h) of
the Articles Supplementary.


 


In the event
that notice of redemption has been made as described in this Section 2.03
and the Company shall then have paid or caused to be paid in full to the
Depositary the redemption price (determined pursuant to the Articles
Supplementary) of the Preferred Stock deposited with the Depositary to be
redeemed (including any accrued and unpaid dividends to and including the
redemption date), the Depositary shall redeem the number of Depositary Shares
representing such Preferred Stock so called for redemption by the Company and
from and after the redemption date (unless the Company shall have failed to pay
for the shares of Preferred Stock to be redeemed by it as set forth in the
Company’s notice provided for in the preceding paragraph), all dividends in
respect of the shares of Preferred Stock called for redemption shall cease to
accrue, the Depositary Shares called for redemption shall be deemed no longer
to be outstanding and all rights of the holders of Receipts evidencing such
Depositary Shares (except the right to receive the redemption price plus all
accrued and unpaid dividends to and including the redemption date) shall, to
the extent of such Depositary Shares, cease and terminate.  Upon surrender in accordance with said notice
of the Receipts evidencing such Depositary Shares (properly endorsed or
assigned for transfer, if the Depositary or applicable law shall so require),
such Depositary Shares shall be redeemed at a redemption price of
$              
per Depositary Share plus all accrued and unpaid dividends to and including the
redemption date.  The foregoing shall be
further subject to the terms and conditions of the Articles Supplementary.  In the event of any conflict between the
provisions of this Deposit Agreement and the provisions of the Articles
Supplementary, the provisions of the Articles Supplementary will govern and the
Company will instruct the Depositary accordingly.


 


Unless full
cumulative dividends on all Preferred Stock shall have been or
contemporaneously are declared and paid in cash or declared and a sum
sufficient for the payment thereof in cash set apart for payment for all past
dividend periods and the then current dividend period, no Preferred Stock shall
be redeemed unless all outstanding shares of Preferred Stock are simultaneously
redeemed and the Company shall not purchase or otherwise acquire directly or
indirectly any shares of Preferred Stock or any class or series of equity
securities of 


 


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the Company
ranking, as to dividends or upon liquidation, on a parity with or junior to the
Preferred Stock (except by exchange for shares of equity securities of the
Company ranking, as to dividends and upon liquidation, junior to the Preferred
Stock).


 


If fewer than
all of the Depositary Shares evidenced by a Receipt are called for redemption,
the Depositary will deliver to the holder of such Receipt upon its surrender to
the Depositary, together with payment of the redemption price for and all other
amounts payable in respect of the Depositary Shares called for redemption, a
new Receipt evidencing such holder’s Depositary Shares evidenced by such prior
Receipt that are not called for redemption.


 


The Company
acknowledges that the bank accounts maintained by the Depositary in connection
with the performance of the services described herein will be in the name of
the Depositary and that the Depositary may receive investment earnings in
connection with the investment at the Depositary’s risk and for its benefit of
funds held in those accounts from time to time.


 


SECTION 2.04.  Registration of Transfers of Receipts.  The Company hereby appoints the Depositary as
the Registrar and Transfer Agent for the Receipts and the Depositary hereby
accepts such appointment and, as such, shall register on its books from time to
time transfers of Receipts upon any surrender thereof by the holder in person or
by a duly authorized attorney, agent or representative, properly endorsed or
accompanied by a properly executed instrument of transfer or endorsement and
including a guarantee of the signature thereon by a participant in a signature
guarantee medallion program approved by the Securities Transfer Association (a
“Signature Guarantee”), together with evidence of the payment of any transfer
taxes as may be required by applicable law. 
Upon such surrender, the Depositary shall execute a new Receipt or
Receipts and deliver the same to or upon the order of the person entitled
thereto evidencing the same aggregate number of Depositary Shares evidenced by
the Receipt or Receipts surrendered.


 


SECTION 2.05.  Combinations and Split-ups of Receipts.  Upon surrender of a Receipt or Receipts at
the Corporate Office or such other office as the Depositary may designate for
the purpose of effecting a split-up or combination of Receipts, subject to the
terms and conditions of this Deposit Agreement, the Depositary shall execute
and deliver a new Receipt or Receipts in the authorized denominations requested
evidencing the same aggregate number of Depositary Shares evidenced by the
Receipt or Receipts surrendered.


 


SECTION 2.06.  Surrender of Receipts and Withdrawal of
Preferred Stock.  Any holder of a
Receipt or Receipts may withdraw any or all of the deposited Preferred Stock
represented by the Depositary Shares evidenced by such Receipt or Receipts and
all money and other property, if any, represented by such Depositary Shares by
surrendering such Receipt or Receipts at the Corporate Office or at such other
office as the Depositary may designate for such withdrawals.  After such surrender, without unreasonable
delay, the Depositary shall deliver to such holder, or to the person or persons
designated by such holder as hereinafter provided, the number of whole or
fractional shares of such Preferred Stock and all such money and other
property, if any, represented by the Depositary Shares evidenced by the Receipt
or Receipts so surrendered for withdrawal, but holders of such whole or
fractional shares of Preferred Stock will not thereafter be entitled to deposit
such Preferred Stock hereunder or to receive Depositary Shares therefor.  If the Receipt or Receipts delivered by the
holder to the Depositary in connection with such 


 


7

















 


withdrawal shall evidence a
number of Depositary Shares in excess of the number of Depositary Shares
representing the number of whole or fractional shares of deposited Preferred
Stock to be withdrawn, the Depositary shall at the same time, in addition to
such number of whole or fractional shares of Preferred Stock and such money and
other property, if any, to be withdrawn, deliver to such holder, or (subject to
Section 2.04) upon his order, a new Receipt or Receipts evidencing such
excess number of Depositary Shares. 
Delivery of such Preferred Stock and such money and other property being
withdrawn may be made by the delivery of such certificates, documents of title
and other instruments as the Depositary may deem appropriate, which, if
required by the Depositary, shall be properly endorsed or accompanied by a
properly executed instrument of transfer or endorsement.


 


If the
deposited Preferred Stock and the money and other property being withdrawn are
to be delivered to a person or persons other than the record holder of the
Receipt or Receipts being surrendered for withdrawal of Preferred Stock, such
holder shall execute and deliver to the Depositary a written order so directing
the Depositary and the Depositary may require that the Receipt or Receipts
surrendered by such holder for withdrawal of such shares of Preferred Stock be
properly endorsed in blank or accompanied by a properly executed instrument of
transfer or endorsement in blank with a Signature Guarantee.


 


The Depositary
shall deliver the deposited Preferred Stock and the money and other property,
if any, represented by the Depositary Shares evidenced by Receipts surrendered
for withdrawal at the Corporate Office, except that, at the request, risk and
expense of the holder surrendering such Receipt or Receipts and for the account
of the holder thereof, such delivery may be made at such other place as may be
designated by such holder.


 


SECTION 2.07.  Limitations on Execution and Delivery,
Transfer, Split-up, Combination.  As
a condition precedent to the execution and delivery, transfer, split-up,
combination, surrender or exchange of any Receipt, the Depositary, any of the
Depositary’s Agents or the Company may require any or all of the following: (i) payment
to it of a sum sufficient for the payment (or, in the event that the Depositary
or the Company shall have made such payment, the reimbursement to it) of any
tax or other governmental charge with respect thereto (including any such tax
or charge with respect to the Preferred Stock being deposited or withdrawn); (ii) the
production of proof satisfactory to it as to the identity and genuineness of
any signature (or the authority of any signature), including a Signature
Guarantee; and (iii) compliance with such regulations, if any, as the
Depositary or the Company may establish consistent with the provisions of this
Deposit Agreement as may be required by any securities exchange upon which the
deposited Preferred Stock, the Depositary Shares or the Receipts may be
included for quotation or listed.


 


The deposit of
Preferred Stock may be refused, the delivery of Receipts against Preferred
Stock may be suspended, the transfer of Receipts may be refused, and the transfer,
split-up, combination, surrender, exchange or redemption of outstanding
Receipts may be suspended (i) during any period when the register of
stockholders of the Company is closed or (ii) if any such action is deemed
reasonably necessary or advisable by the Depositary, any of time Depositary’s
Agents or the Company at any time or from time to time because of any
requirement of applicable law or of any government or governmental body or
commission, or under any provision of this Deposit Agreement.


 


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SECTION 2.08.  Lost Receipts, etc.  In case any Receipt shall be mutilated or
destroyed or lost or stolen, the Depositary in its discretion may execute and
deliver a Receipt of like form and tenor in exchange and substitution for such
mutilated Receipt or in lieu of and in substitution for such destroyed, lost or
stolen Receipt, provided that the holder thereof provides the Depositary with (i) evidence
reasonably satisfactory to the Depositary of such destruction, loss or theft of
such Receipt, of the authenticity thereof and of his ownership thereof and (ii) reasonable
indemnification and the provision of an open penalty surety bond, in each case,
satisfactory to the Depositary and the Company and holding the Depositary and
the Company harmless.


 


SECTION 2.09.  Cancellation and Destruction of
Surrendered Receipts.  All Receipts
surrendered to the Depositary or any Depositary’s Agent shall be cancelled by
the Depositary.  Except as prohibited by
applicable law or regulation, the Depositary is authorized to destroy such
Receipts so cancelled.


 


ARTICLE III



CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY


 


SECTION 3.01.  Filing Proofs, Certificates and Other
Information.  Any person presenting
Preferred Stock for deposit or any holder of a Receipt may be required from
time to time to file such proof of residence or other information and to
execute such certificates as the Depositary or the Company may reasonably deem
necessary or proper.  The Depositary or
the Company may withhold or delay the delivery of any Receipt, the transfer,
redemption or exchange of any Receipt, the withdrawal of the deposited
Preferred Stock represented by the Depositary Shares evidenced by any Receipt,
the distribution of any distribution or the sale of any rights or of the
proceeds thereof, until such proof or other information is filed or such
certificates are executed.


 


SECTION 3.02.  Payment of Fees and Expenses.  Holders of Receipts shall be obligated to
make payments to the Depositary of certain fees and expenses, as provided in Section 5.09,
or provide evidence reasonably satisfactory to the Depositary that such fees
and expenses have been paid.  Until such
payment is made, transfer of any Receipt or any withdrawal of the Preferred
Stock or money or other property, if any, represented by the Depositary Shares
evidenced by such Receipt may be refused, any distribution may be withheld, and
any part or all of the Preferred Stock or other property represented by the
Depositary Shares evidenced by such Receipt may be sold for the account of the
holder thereof (after attempting by reasonable means to notify such holder a
reasonable number of days prior to such sale). 
Any distribution so withheld and the proceeds of any such sale may be
applied to any payment of such fees or expenses, the holder of such Receipt
remaining liable for any deficiency.


 


SECTION 3.03.  Representations and Warranties as to
Preferred Stock.  In the case of the
initial deposit of the Preferred Stock hereunder, the Company and, in the case
of subsequent deposits thereof, each person so depositing Preferred Stock under
this Deposit Agreement, shall be deemed thereby to represent and warrant that
such Preferred Stock and each certificate therefor are valid and that the
person making such deposit is duly authorized to do so.  The Company hereby further represents and
warrants that such Preferred Stock, when issued, will be 


 


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validly issued, fully paid and
non-assessable.  Such representations and
warranties shall survive the deposit of the Preferred Stock and the issuance of
Receipts.


 


SECTION 3.04.  Representation and Warranty as to Receipts
and Depositary Shares.  The Company
hereby represents and warrants that the Receipts, when issued, will evidence
legal and valid interests in the Depositary Shares and each Depositary Share
will represent a legal and valid fractional interest in a share of deposited
Preferred Stock represented by such Depositary Share.  Such representation and warranty shall
survive the deposit of the Preferred Stock and the issuance of Receipts
evidencing the Depositary Shares.


 


ARTICLE IV



THE PREFERRED STOCK; NOTICES


 


SECTION 4.01.  Dividends and Other Cash Distributions.  Whenever the Depositary shall receive any
dividend or other cash distributions on the deposited Preferred Stock,
including any cash received upon redemption of any shares of Preferred Stock
pursuant to Section 2.03, the Depositary shall, subject to Section 3.02,
distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04
such amounts of such sum as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders; provided, however, that, in case the Company or the Depositary shall
be required by law to withhold and shall withhold from any cash distribution in
respect of the Preferred Stock an amount on account of taxes or as otherwise
required by law, regulation or court process, the amount made available for
distribution or distributed in respect of Depositary Shares shall be reduced
accordingly.  The Depositary shall
distribute or make available for distribution, as the case may be, only such
amount, however, as can be distributed without attributing to any holder of
Receipts a fraction of one cent, and any balance not so distributable shall be
held by the Depositary (without liability for interest thereon) and shall be
added to and be treated as part of the next sum received by the Depositary for
distribution to record holders of Receipts then outstanding.


 


SECTION 4.02.  Distributions Other Than Cash.  Whenever the Depositary shall receive any
distribution other than cash on the deposited Preferred Stock, the Depositary
shall, subject to Section 3.02, distribute to record holders of Receipts
on the record date fixed pursuant to Section 4.04 such amounts of the
securities or property received by it as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders, in any manner that the Depositary and the
Company may deem equitable and practicable for accomplishing such
distribution.  If in the opinion of the
Depositary after consultation with the Company, such distribution cannot be
made proportionately among such record holders, or if for any other reason
(including any requirement that the Company or the Depositary withhold an
amount on account of taxes), the Depositary deems, after consultation with the
Company, such distribution not to be feasible, the Depositary may, with the
approval of the Company, adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of the securities or property thus received, or any
part thereof at such place or places and upon such terms as it may deem
proper.  The net proceeds of any such
sale shall, subject to Section 3.02, be distributed or made available for
distribution, as the case may be, by the Depositary to record holders of 


 


10

















 


Receipts as provided by Section 4.01
in the case of a distribution received in cash. 
The Company shall not make any distribution of such securities or
property to the holders of Receipts unless the Company shall have provided to
the Depositary an opinion of counsel stating that such securities or property
have been registered under the Securities Act or do not need to be registered
in order to be freely transferable.


 


SECTION 4.03.  Subscription Rights, Preferences or
Privileges.  If the Company shall at
any time offer or cause to be offered to the persons in whose names deposited
Preferred Stock is registered on the books of the Company any rights, preferences
or privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, the offering of such rights,
preferences or privileges shall in each such instance be communicated to the
Depositary and thereafter made available by the Depositary to the record
holders of Receipts in such manner as the Company shall instruct (including by
the issue to such record holders of warrants representing such rights,
preferences or privileges); provided, however, that (a) if at the time of
issue or offer of any such rights, preferences or privileges the Company
determines upon advice of its legal counsel that it is not lawful or feasible
to make such rights, preferences or privileges available to the holders of Receipts
(by the issue of warrants or otherwise) or (b) if and to the extent
instructed by holders of Receipts who do not desire to exercise such rights,
preferences or privileges, the Depositary shall then, if so instructed by the
Company, and if applicable laws or the terms of such rights, preferences or
privileges so permit, sell such rights, preferences or privileges of such
holders at public or private sale, at such place or places and upon such terms
as it may deem proper.  The net proceeds
of any such sale shall, subject to Section 3.01 and Section 3.02, be
distributed by the Depositary to the record holders of Receipts entitled
thereto as provided by Section 4.01 in the case of a distribution received
in cash.  The Company shall not make any
distribution of such rights, preferences or privileges, unless the Company
shall have provided to the Depositary an opinion of counsel stating that such
rights, preferences or privileges have been registered under the Securities Act
or do not need to be registered in order to be freely transferable.


 


If
registration under the Securities Act of the securities to which any rights,
preferences or privileges relate is required in order for holders of Receipts
to be offered or sold the securities to which such rights, preferences or
privileges relate, the Company agrees that it will promptly file a registration
statement pursuant to the Securities Act with respect to such rights,
preferences or privileges and securities and use its reasonable best efforts
and take all steps available to it to cause such registration statement to
become effective sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights,
preferences or privileges.  In no event
shall the Depositary make available to the holders of Receipts any right,
preference or privilege to subscribe for or to purchase any securities unless
and until such a registration statement shall have become effective or unless
the offering and sale of such securities to such holders are exempt from
registration under the provisions of the Securities Act and the Company shall
have provided to the Depositary an opinion of counsel to such effect.


 


If any other
action under the law of any jurisdiction or any governmental or administrative
authorization, consent or permit is required in order for such rights,
preferences or privileges to be made available to holders of Receipts, the
Company agrees to use its reasonable best efforts to take such action or obtain
such authorization, consent or permit sufficiently in 


 


11

















 


advance of the
expiration of such rights, preferences or privileges to enable such holders to
exercise such rights, preferences or privileges.


 


SECTION 4.04.  Notice of Distributions; Fixing of Record
Date for Holders of Receipts. 
Whenever any dividend or other cash distributions shall become payable,
any distribution other than cash shall be made, or any rights, preferences or
privileges shall at any time be offered, with respect to the deposited
Preferred Stock, or whenever the Depositary shall receive notice of (i) any
meeting at which holders of such Preferred Stock are entitled to vote or of
which holders of such Preferred Stock are entitled to notice or (ii) any
election on the part of the Company to redeem any shares of such Preferred
Stock, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date, if any, fixed by the Company with
respect to the Preferred Stock) for the determination of the holders of
Receipts (a) who shall be entitled to receive such dividend, distribution,
rights, preferences or privileges or the net proceeds of the sale thereof, (b) who
shall be entitled to give instructions for the exercise of voting rights at any
such meeting or to receive notice of such meeting or (c) whose Depositary
Shares are to be so redeemed.


 


SECTION 4.05.  Voting Rights.  Upon receipt of notice of any meeting at
which the holders of deposited Preferred Stock are entitled to vote, the
Depositary shall, as soon as practicable thereafter, mail to the record holders
of Receipts a notice, which shall be provided by the Company and which shall
contain (i) such information as is contained in such notice of meeting, (ii) a
statement that the holders of Receipts at the close of business on a specified
record date fixed pursuant to Section 4.04 will be entitled, subject to
any applicable provision of law, to instruct the Depositary as to the exercise
of the voting rights pertaining to the amount of Preferred Stock represented by
their respective Depositary Shares and (iii) a brief statement as to the
manner in which such instructions may be given. 
Upon the written request of a holder of a Receipt on such record date, the
Depositary shall vote or cause to be voted the amount of Preferred Stock
represented by the Depositary Shares evidenced by such Receipt in accordance
with the instructions set forth in such request.  To the extent any such instructions request
the voting of a fractional interest of a share of deposited Preferred Stock,
the Depositary shall aggregate such interest with all other fractional
interests resulting from requests with the same voting instructions and shall
vote the number of whole votes resulting from such aggregation in accordance
with the instructions received in such requests.  Each share of Preferred Stock is entitled to
one vote and, accordingly, each Depositary Share is entitled to 1/100th of a vote. 
The Company hereby agrees to take all reasonable action that may be
deemed necessary by the Depositary in order to enable the Depositary to vote
such Preferred Stock or cause such Preferred Stock to be voted.  In the absence of specific instructions from the
holder of a Receipt, the Depositary will abstain from voting to the extent of
the Preferred Stock represented by the Depositary Shares evidenced by such
Receipt.  The Depositary shall not be
required to exercise discretion in voting any Preferred Stock represented by
the Depositary Shares evidenced by such Receipt.


 


SECTION 4.06.  Changes Affecting Preferred Stock and
Reclassifications, Recapitalizations, etc. 
Upon any change in par or stated value, split-up, combination or any
other reclassification of Preferred Stock, or upon any recapitalization,
reorganization, merger, amalgamation or consolidation affecting the Company or
to which it is a party or sale of all or substantially all of the Company’s
assets, the Depositary shall, upon the instructions of the 


 


12














 


Company, (i) make such
adjustments in (a) the fraction of an interest represented by one
Depositary Share in one share of Preferred Stock and (b) the ratio of the
redemption price per Depositary Share to the redemption price of a share of
Preferred Stock, in each case as may be required by or as is consistent with
the provisions of the Articles Supplementary to fully reflect the effects of
such change in liquidation preference, split-up, combination or other
reclassification of stock, or of such recapitalization, reorganization, merger,
amalgamation, consolidation or sale and (ii) treat any shares of stock or
other securities or property (including cash) that shall be received by the
Depositary in exchange for or upon conversion of or in respect of the Preferred
Stock as new deposited property under this Deposit Agreement, and Receipts then
outstanding shall thenceforth represent the proportionate interests of holders
thereof in the new deposited property so received in exchange for or upon
conversion of or in respect of such Preferred Stock.  In any such case the Depositary may, in its
discretion, with the approval of the Company, execute and deliver additional
Receipts, or may call for the surrender of all outstanding Receipts to be
exchanged for new Receipts specifically describing such new deposited
property.  Anything to the contrary
herein notwithstanding, holders of Receipts shall have the right from and after
the effective date of any such change in par or stated value, split-up,
combination or other reclassification of the Preferred Stock or any such
recapitalization, reorganization, merger, amalgamation or consolidation or sale
of substantially all the assets of the Company to surrender such Receipts to
the Depositary with instructions to convert, exchange or surrender the
Preferred Stock represented thereby only into or for, as the case may be, the
kind and amount of shares of stock and other securities and property and cash
into which the deposited Preferred Stock evidenced by such Receipts might have
been converted or for which such Preferred Stock might have been exchanged or
surrendered immediately prior to the effective date of such transaction,
subject to any subsequent change in par or stated value, split-up, combination
or other reclassification or any subsequent recapitalization, reorganization,
merger, amalgamation or consolidation or sale of substantially all the
assets.  The Company shall cause
effective provision to be made in the charter of the resulting or surviving
corporation (if other than the Company) for protection of such rights as may be
applicable upon exchange of the deposited Preferred Stock for securities or
property or cash of the surviving corporation in connection with the
transactions set forth above.  The
Company shall cause any such surviving corporation (if other than the Company)
expressly to assume the obligations of the Company hereunder.


 


SECTION 4.07.  Inspection of Reports.  The Depositary shall make available for
inspection by holders of Receipts at the Corporate Office and at such other
places as it may from time to time deem advisable during normal business hours
any reports and communications received from the Company that are both received
by the Depositary as the holder of deposited Preferred Stock and made generally
available to the holders of the Preferred Stock.  In addition, the Depositary shall transmit
certain notices and reports to the holders of Receipts as provided in Section 5.05.


 


SECTION 4.08.  Lists of Receipt Holders.  Promptly upon request from time to time by
the Company, the Depositary shall furnish to the Company a list, as of a recent
date specified by the Company, of the names, addresses and holdings of
Depositary Shares of all persons in whose names Receipts are registered on the
books of the Depositary.


 


13

















 


SECTION 4.09.  Tax and Regulatory Compliance.  The Depositary shall be responsible for (i) preparing
and mailing of IRS Forms 1099, 1042 and 1042-S for all open and closed
accounts, (ii) all applicable withholding related to payments made with
respect to the Receipts, including, without limitation, withholding required
pursuant to Sections 1441, 1442, 1445 and 3406 of the Internal Revenue Code of
1986, as amended, (iii) mailing Form W-99, or W8-BEN, as appropriate,
to new holders of Receipts without a certified taxpayer identification number
or to non-US investors, (iv) processing certified Forms W-99 and W8-BEN, (v) preparing
and filing of state information returns and (vi) providing escheatment
services.


 


SECTION 4.10.  Withholding.  Notwithstanding any other provision of this
Deposit Agreement to the contrary, in the event that the Depositary determines
that any distribution in property is subject to any tax which the Depositary is
obligated by applicable law to withhold, the Depositary may dispose of all or a
portion of such property in such amounts and in such manner as the Depositary
deems necessary and practicable to pay such taxes, by public or private sale,
and the Depositary shall distribute the net proceeds of any such sale or the
balance of any such property after deduction of such taxes to the holders of
Receipts entitled thereto in proportion to the number of Depositary Shares held
by them, respectively; provided, however, that in the event the Depositary
determines that such distribution of property is subject to withholding tax
only with respect to some but not all holders of Receipts, the Depositary will
use its best efforts (i) to sell only that portion of such property distributable
to such holders that is required to generate sufficient proceeds to pay such
withholding tax and (ii) to effect any such sale in such a manner so as to
avoid affecting the rights of any other holders of Receipts to receive such
distribution in property.


 


ARTICLE V



THE DEPOSITARY AND THE COMPANY


 


SECTION 5.01.  Maintenance of Offices, Agencies and
Transfer Books by the Depositary and the Registrar.  The Depositary shall maintain at the
Corporate Office facilities for the execution and delivery, transfer, surrender
and exchange, split-up, combination and redemption of Receipts and deposit and
withdrawal of Preferred Stock and at the offices of the Depositary’s Agents, if
any, facilities for the delivery, transfer, surrender and exchange, split-up, combination
and redemption of Receipts and deposit and withdrawal of Preferred Stock, all
in accordance with the provisions of this Deposit Agreement.


 


The Depositary
shall keep books at the Corporate Office for the registration and transfer of
Receipts, which books at all reasonable times shall be open for inspection by
the record holders of Receipts as provided by applicable law.  The Depositary may close such books, at any
time or from time to time, when deemed expedient by it in connection with the
performance of its duties hereunder.  The
Depositary may maintain such books in customary electronic form.


 


If the
Receipts or the Depositary Shares evidenced thereby or the Preferred Stock
represented by such Depositary Shares shall be listed on the NYSE, the NYSE
Alternext or the NASDAQ or any other stock exchange, or quoted on any
interdealer quotation system, the Depositary may, with the approval of the
Company, appoint a Registrar (acceptable to the Company) for registration of
such Receipts or Depositary Shares in accordance with the 


 


14

















 


requirements
of such stock exchange or quotation system. 
Such Registrar (which may be the Depositary if so permitted by the
requirements of such Exchange) may be removed and a substitute registrar
appointed by the Depositary upon the request or with the approval of the
Company.  If the Receipts, such
Depositary Shares or such Preferred Stock are listed on one or more other stock
exchanges or quotation systems, the Depositary will, at the request and expense
of the Company, arrange such facilities for the delivery, transfer, surrender,
redemption and exchange of such Receipts, such Depositary Shares or such
Preferred Stock as maybe required by applicable law or applicable stock exchange
or quotation system regulations.


 


SECTION 5.02.  Prevention or Delay in Performance by the
Depositary, the Depositary’s Agents, the Registrar or the Company.  None of the Depositary, any Depositary’s
Agent, any Registrar or the Company shall incur any liability to any holder of
any Receipt, if by reason of any provision of any present or future law or
regulation thereunder of the United States of America or of any other
governmental authority or, in the case of the Depositary, the Depositary’s Agent
or the Registrar, by reason of any provision, present or future, of the
Articles of Incorporation or the Articles Supplementary or, in the case of the
Company, the Depositary, the Depositary’s Agent or the Registrar, by reason of
any act of God or war or other circumstance beyond the control of the relevant
party, the Depositary, any Depositary’s Agent, the Registrar or the Company
shall be prevented or forbidden from doing or performing any act or thing that
the terms of this Deposit Agreement provide shall be done or performed; nor
shall the Depositary, any Depositary’s Agent, any Registrar or the Company
incur any liability to any holder of a Receipt by reason of any nonperformance
or delay, caused as aforesaid, in the performance of any act or thing that the
terms of this Deposit Agreement provide shall or may be done or performed, or
by reason of any exercise of, or failure to exercise, any discretion provided
for in this Deposit Agreement.


 


SECTION 5.03.  Obligations of the Depositary, the
Depositary’s Agents, the Registrar and the Company.  Each of the Depositary, any Depositary’s
Agent and any Registrar shall at all times act in good faith and shall use its
best efforts within reasonable time limits to insure the accuracy of all
services performed pursuant to this Agreement. 
None of the Depositary, any Depositary’s Agent, any Registrar or the
Company assumes any obligation or shall be subject to any liability under this
Deposit Agreement or any Receipt to holders of Receipts other than from acts or
omissions arising out of conduct constituting bad faith, gross negligence or
willful misconduct in the performance of such duties as are specifically set
forth in this Deposit Agreement.


 


None of the
Depositary, any Depositary’s Agent, any Registrar or the Company shall be under
any obligation to appear in, prosecute or defend any action, suit or other
proceeding with respect to the deposited Preferred Stock, Depositary Shares or
Receipts that in its reasonable opinion may involve it in expense or liability,
unless indemnity reasonably satisfactory to it against all expense and
liability be furnished as often as may be required.


 


None of the
Depositary, any Depositary’s Agent, any Registrar or the Company shall be
liable for any action or any failure to act by it in reliance upon the written
advice of legal counsel or accountants, or information provided by any person
presenting Preferred Stock for deposit, any holder of a Receipt or any other
person believed by it in good faith to be competent to give such advice or
information.  The Depositary, any
Depositary’s Agent, any Registrar and the 


 


15

















 


Company may
each rely and shall each be protected in acting upon any written notice,
request, direction or other document believed by it in good faith to be genuine
and to have been signed or presented by the proper party or panics.


 


In the event
the Depositary shall receive conflicting claims, requests or instructions from
any holders of Receipts, on the one hand, and the Company, on the other hand,
the Depositary shall be entitled to act on such claims, requests or
instructions received from the Company, and shall be entitled to the full
indemnification set forth in Section 5.06 hereof in connection with any
action so taken.


 


The Depositary
shall not be responsible for any failure to carry out any instruction to vote
any of the deposited Preferred Stock or for the manner or effect of any such
vote made, as long as any such action or non-action is in good faith and does
not result from negligence or willful misconduct of the Depositary.  The Depositary undertakes, and any Registrar
shall be required to undertake, to perform such duties and only such duties as
are specifically set forth in this Deposit Agreement, and no implied covenants
or obligations shall be read into this Agreement against the Depositary or any
Registrar.


 


The
Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and
any Registrar may own, buy, sell or deal in any class of securities of the
Company and its affiliates and in Receipts or Depositary Shares or become
pecuniarily interested in any transaction in which the Company or its
affiliates may be interested or contract with or lend money to or otherwise act
as fully or as freely as if it were not the Depositary or the Depositary’s
Agent hereunder.  The Depositary may also
act as transfer agent or registrar of any of the securities of the Company and
its affiliates or act in any other capacity for the Company or its affiliates.


 


It is intended
that neither the Depositary nor any Depositary’s Agent shall be deemed to be an
“issuer” of the securities under the federal securities laws or applicable
state securities laws, it being expressly understood and agreed that the
Depositary and any Depositary’s Agent are acting only in a ministerial capacity
as Depositary for the deposited Preferred Stock; provided, however, that the
Depositary agrees to comply with all information reporting and withholding
requirements applicable to it under law or this Deposit Agreement in its
capacity as Depositary.


 


Neither the
Depositary (or its officers, directors, employees or agents) nor any
Depositary’s Agent makes any representation or has any responsibility as to the
validity of the registration statement pursuant to which the Depositary Shares
are registered under the Securities Act, the deposited Preferred Stock, the
Depositary Shares, the Receipts (except its countersignature thereon) or any
instruments referred to therein or herein, or as to the correctness of any
statement made therein or herein; provided, however, that the Depositary is
responsible for its representations in this Deposit Agreement and for the
validity of any action taken or required to be taken by the Depositary in
connection with this Deposit Agreement.


 


The Company
represents that it has registered the deposited Preferred Stock and the
Depositary Shares for sale in accordance with applicable securities laws.


 


16

















 


SECTION 5.04.  Resignation and Removal of the Depositary;
Appointment of Successor Depositary. 
The Depositary may at any time resign as Depositary hereunder by
delivering to the Company notice of its election to do so, such resignation to
take effect upon the appointment of a successor depositary and its acceptance
of such appointment as hereinafter provided.


 


The Depositary
may at any time be removed by the Company by notice of such removal delivered
to the Depositary, such removal to take effect upon the appointment of a successor
depositary and its acceptance of such appointment as hereinafter provided.


 


In case at any
time the Depositary acting hereunder shall resign or be removed, the Company
shall, within 60 days after the delivery of the notice of resignation or
removal, as the case may be, appoint a successor depositary, which shall be a
bank or trust company having its principal office in the United States of
America and having a combined capital and surplus of at least $50,000,000.  If a successor depositary shall not have been
appointed in 60 days, the resigning Depositary may petition a court of
competent jurisdiction to appoint a successor depositary.  Every successor depositary shall execute and
deliver to its predecessor and to the Company an instrument in writing accepting
its appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Deposit Agreement, and such predecessor, upon payment of
all sums due it and on the written request of the Company, shall promptly
execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder, shall duly assign, transfer and deliver
all rights, title and interest in the deposited Preferred Stock and any moneys
or property held hereunder to such successor and shall deliver to such
successor a list of the record holders of all outstanding Receipts.  Any successor depositary shall promptly mail
notice of its appointment to the record holders of Receipts.


 


Any
corporation into or with which the Depositary may be merged, consolidated or
converted shall be the successor of such Depositary without the execution or
filing of any document or any further act. 
Such successor depositary may execute the Receipts either in the name of
the predecessor depositary or in the name of the successor depositary.


 


SECTION 5.05.  Notices, Reports and Documents.  The Company agrees that it will deliver to
the Depositary, and the Depositary will, promptly after receipt thereof
transmit to the record holders of Receipts, in each case at the address
recorded in the Depositary’s books, copies of all notices and reports (including
financial statements) required by law, by the rules of any national
securities exchange or interdealer quotation system upon which the Preferred
Stock, the Depositary Shares or the Receipts are listed or quoted or by the
Articles of Incorporation and the Articles Supplementary to be furnished by the
Company to holders of the deposited Preferred Stock and, if requested by the
holder of any Receipt, a copy of this Deposit Agreement, the form of Receipt,
the Articles Supplementary and the form of Preferred Stock.  Such transmission will be at the Company’s
expense and the Company will provide the Depositary with such number of copies
of such documents as the Depositary may reasonably request.  In addition, the Depositary will transmit to
the record holders of Receipts at the Company’s expense such other documents as
may be requested by the Company.


 


17

















 


SECTION 5.06.  Indemnification by the Company.  The Company agrees to indemnify the
Depositary, any Depositary’s Agent and any Registrar against, and hold each of
them harmless from, any liability, costs and expenses (including reasonable
attorneys’ fees) that may arise out of, or in connection with, its acting as
Depositary, Depositary’s Agent or Registrar, respectively, under this Deposit
Agreement and the Receipts, except for any liability arising out of the willful
misconduct, gross negligence, or bad faith on the part of any such person or
persons.  The obligations of the Company
set forth in this Section 5.06 shall survive any succession of any
Depositary, Registrar or Depositary’s Agent or termination of this Deposit
Agreement.


 


SECTION 5.07.  Indemnification by the Depositary.  The Depositary agrees to indemnify the
Company against, and hold the Company harmless from, any liability, costs and
expenses (including reasonable attorneys’ fees) that may arise out of, or in
connection with, the refusal or failure of any of the Depositary, any
Depositary’s Agent or the Registrar to comply with the terms of this Deposit
Agreement, or which arise out of the willful misconduct, gross negligence, or
bad faith on the part of any such person or persons; provided, however, that
the Depositary’s aggregate liability hereunder with respect to, arising from,
or arising in connection with this Deposit Agreement, or from all services
provided or omitted to be provided under this Deposit Agreement, whether in
contract, or in tort, or otherwise, is limited to, and shall not exceed, the
amounts paid hereunder by the Company to the Depositary as fees and charges
under this Agreement or otherwise, but not including reimbursable expenses,
during the six (6) calendar months immediately preceding the event for
which recovery from the Depositary is being sought.  The obligations of the Depositary set forth
in this Section 5.07 shall survive any succession of the Company or
termination of this Deposit Agreement.


 


SECTION 5.08.  Damages.  The Depositary shall not be liable for any
incidental, indirect, special or consequential damages of any nature
whatsoever, including, but not limited to, loss of anticipated profits
(collectively, “Special Damages”), occasioned by breach of any provision of
this Agreement by the Depositary even if apprised of the possibility of such
damages.  The Company shall not be liable
to the Depositary for Special Damages occasioned by breach of any provision of
this Agreement by the Company even if apprised of the possibility of such
damages.


 


SECTION 5.09.  Fees, Charges and Expenses.  No charges and expenses of the Depositary or
any Depositary’s Agent hereunder shall be payable by any person, except as
provided in this Section 5.09.  The
Company shall pay all transfer and other taxes and governmental charges arising
solely from the existence of this Deposit Agreement.  The Company shall also pay all fees and
expenses of the Depositary in connection with the initial deposit of the
Preferred Stock and the initial issuance of the Depositary Shares evidenced by
the Receipts, any redemption of the Preferred Stock at the option of the
Company and all withdrawals of the Preferred Stock by holders of Receipts.  If a holder of Receipts requests the
Depositary to perform duties not required under this Deposit Agreement, the
Depositary shall notify the holder of the cost of the performance of such
duties prior to the performance thereof. 
Upon approval of such cost by such holder, such holder will thereafter
be liable for the charges and expenses related to such performance.  All other fees and expenses of the Depositary
and any Depositary’s Agent hereunder and of any Registrar (including, in each
case, fees and expenses of counsel) incident to the performance of their
respective obligations hereunder will 


 


18

















 


be promptly paid by the Company
pursuant to such terms as the Company and the Depositary shall agree in good
faith.  The Depositary shall present its
statement for fees and expenses to the Company every month or at such other
intervals as the Company and the Depositary may agree.


 


ARTICLE VI



AMENDMENT AND TERMINATION


 


SECTION 6.01.  Amendment.  The form of the Receipts and any provision of
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect that they may
deem necessary or desirable; provided, however, that no such amendment (other
than any change in the fees of any Depositary, Registrar or Transfer Agent that
are payable by the Company) which (i) shall materially and adversely alter
the rights of the holders of Receipts or (ii) would be materially and
adversely inconsistent with the rights granted to the holders of the Preferred
Stock pursuant to the Articles Supplementary shall be effective unless such
amendment shall have been approved by the holders of Receipts evidencing at
least a majority of the Depositary Shares then outstanding.  In no event shall any amendment impair the
right, subject to the provisions of Section 2.06 and Section 2.07 and
Article III, of any holder of any Depositary Shares to surrender the
Receipt evidencing such Depositary Shares with instructions to the Depositary
to deliver to the holder the deposited Preferred Stock and all money and other
property if any, represented thereby, except in order to comply with mandatory
provisions of applicable law.  Every
holder of an outstanding Receipt at the time any such amendment becomes
effective shall be deemed, by continuing to hold such Receipt, to consent and
agree to such amendment and to be bound by this Deposit Agreement as amended
thereby.


 


SECTION 6.02.  Termination.  This Deposit Agreement may be terminated by
the Company upon not less than 30 days’ prior written notice to the Depositary
if  the holders of Receipts evidencing at
least a majority of the Depositary Shares then outstanding consent to such
termination, whereupon the Depositary shall deliver or make available to each
holder of a Receipt, upon surrender of the Receipt held by such holder, such
number of whole or fractional shares of deposited Preferred Stock as are
represented by the Depositary Shares evidenced by such Depositary Receipt,
together with any other property held by the Depositary in respect of such
Receipt.    This Deposit Agreement will
automatically terminate if (i) all outstanding Depositary Shares shall
have been redeemed pursuant to Section 2.03 or (ii) there shall have
been made a final distribution in respect of the deposited Preferred Stock in
connection with any liquidation, dissolution or winding up of the Company and
such distribution shall have been distributed to the holders of Receipts
entitled thereto.


 


Upon the
termination of this Deposit Agreement, (i) the Company shall be discharged
from all obligations under this Deposit Agreement except for its obligations to
the Depositary, any Depositary’s Agent and any Registrar under Section 5.06
and Section 5.09 and (ii) the Depositary shall be discharged from all
obligations under this Deposit Agreement except for its obligations to the
Company under Section 5.07.


 


19

















 


ARTICLE VII



MISCELLANEOUS


 


SECTION 7.01.  Counterparts.  This Deposit Agreement may be executed in any
number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument. 
Delivery of an executed counterpart of a signature page to this
Deposit Agreement by telecopier shall be effective as delivery of a manually
executed counterpart of this Deposit Agreement. 
Copies of this Deposit Agreement shall be filed with the Depositary and
the Depositary’s Agents and shall be open to inspection during business hours
at the Corporate Office and the respective offices of time Depositary’s Agents,
if any, by any holder of a Receipt.


 


SECTION 7.02.  Exclusive Benefits of Parties.  This Deposit Agreement is for the exclusive
benefit of the parties hereto, and their respective successors hereunder, and
shall not be deemed to give any legal or equitable right, remedy or claim to
any other person whatsoever.


 


SECTION 7.03.  Invalidity of Provisions.  In case any one or more of the provisions
contained in this Deposit Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.


 


SECTION 7.04.  Notices.  Any and all notices to be given to the
Company hereunder or under the Receipts shall be in writing and shall be deemed
to have been duly given if personally delivered or sent by mail, or by telegram
or facsimile transmission confirmed by letter, addressed to the Company at:


 


Sinclair
Broadcast Group, Inc.


10706 Beaver
Dam Road


Hunt Valley,
Maryland 21030


Attention:
David D. Smith


Telephone
No.:  (410) 568-1500


 


or at any
other address of which the Company shall have notified the Depositary in
writing.


 


Any notices to
be given to the Depositary hereunder or under the Receipts shall be in writing
and shall be deemed to have been duly given if personally delivered or suit by
mail, or by telegram or telex or telecopier confirmed by letter, addressed to
the Depositary at the Corporate Office to the attention of the General Counsel.


 


Any notices
given to any record holder of a Receipt hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered or sent by mail, or
by telegram or telex or telecopier confirmed by letter, addressed to such
record holder at the address of such record holder as it appears on the books
of the Depositary or, if such holder shall have filed with the Depositary in a
timely manner a written request that notices intended for such holder be mailed
to some other address, at the address designated in such request.


 


20

















 


Delivery of a
notice sent by mail, or by telegram or telex or telecopier shall be deemed to
be effected at the time when a duly addressed letter containing the same (or a
confirmation thereof in the case of a telegram or telex or telecopier message)
is deposited, postage prepaid, in a post office letter box.  The Depositary or the Company may, however,
act upon any telegram or telex or telecopier message received by it from the
other or from any holder of a Receipt, notwithstanding that such telegram or
telex or telecopier message shall not subsequently be confirmed by letter as
aforesaid.


 


SECTION 7.05.  Depositary’s Agents.  The Depositary may from time to time appoint
Depositary’s Agents to act in any respect for the Depositary for the purposes
of this Deposit Agreement and may at any time appoint additional Depositary’s
Agents and vary or terminate the appointment of such Depositary’s Agents.  The Depositary will notify the Company of any
such action.


 


SECTION 7.06.  Holders of Receipts Are Parties.  The holders of Receipts from time to time
shall be deemed to be parties to this Deposit Agreement and shall be bound by
all of the terms and conditions hereof and of the Receipts by acceptance of
delivery thereof.


 


SECTION 7.07.  Governing Law.  This Deposit Agreement and the Receipts and
all rights hereunder and thereunder and provisions hereof and thereof shall be
governed by, and construed in accordance with, the law of the State of Maryland
applicable to agreements made and to be performed in said State.


 


SECTION 7.08.  Inspection of Deposit Agreement and
Articles Supplementary.  Copies of
this Deposit Agreement and the Articles Supplementary shall be filed with the
Depositary and the Depositary’s Agents and shall be open to inspection during
business hours at the Corporate Office and the respective offices of the
Depositary’s Agents, if any, by any holder of any Receipt.


 


SECTION 7.09.  Headings.  The headings of articles and sections in this
Deposit Agreement and in the form of the Receipt set forth in Exhibit A
annexed hereto have been inserted for convenience only and are not to be
regarded as a part of this Deposit Agreement or to have any bearing upon the
meaning or interpretation of any provision contained herein or in the Receipts.


 


 


[SIGNATURE
PAGE FOLLOWS]


 


21














 


IN WITNESS
WHEREOF, Sinclair Broadcast Group, Inc. and
                                                    
have caused this Deposit Agreement to be duly executed on their behalf as of
the date set forth above and all holders of Receipts shall become parties
hereto by and upon acceptance by them of delivery of Receipts issued in
accordance with the terms hereof.


 


	
   

  	
  SINCLAIR BROADCAST
  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [DEPOSITARY]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


 


Signature
Page


Deposit Agreement


 

















 


EXHIBIT A


 


Form of
Receipt


 


DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH
REPRESENTING

1/100TH OF A


SHARE OF
        % SERIES
                              
PREFERRED STOCK


OF


SINCLAIR BROADCAST GROUP, INC. 


INCORPORATED UNDER THE LAWS OF THE STATE OF
MARYLAND


 


DEPOSITARY
SHARES


 


THIS
DEPOSITARY RECEIPT IS TRANSFERABLE


IN [CITY,
STATE]


 


SEE REVERSE
FOR CERTAIN DEFINITIONS


 


CUSIP


 


                                                  ,
as Depositary (the “Depositary”), hereby certifies that                       
is the registered owner of
                      
Depositary Shares (“Depositary Shares”), each Depositary Share representing
1/100th of one share of
      % Series                                                 
Preferred Stock (the “Preferred Stock”), of Sinclair Broadcast Group, Inc.,
a Maryland corporation (the “Corporation”), on deposit with the Depositary,
subject to the terms and entitled to the benefits of the Deposit Agreement,
dated as of
                        ,
           (the “Deposit
Agreement”), among the Corporation, the Depositary and all holders from time to
time of Depositary Receipts.  By
accepting this Depositary Receipt, the holder hereof becomes a party to and
agrees to be bound by all the terms and conditions of the Deposit
Agreement.  This Depositary Receipt shall
not be valid or obligatory for any purpose or be entitled to any benefits under
the Deposit Agreement unless it shall have been executed by the Depositary by
the manual and or facsimile signature of a duly authorized officer.


 


A-1

















 


The
Corporation is authorized to issue Class A Common Stock and one or more
series of Preferred Stock.  The
Corporation will furnish without charge to each receipt holder, who so requests
in writing to the Secretary of the Corporation at its principal office or to
the transfer agent, a copy of the Deposit Agreement.  Any such request shall be made to the
Corporation at the principal office of the Corporation
at                                                                         .


 


Dated:


 


	
   

  	
  Countersigned

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of Depositary],

  
	
   

  	
  Depositary, Transfer Agent and Registrar

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED OFFICER

  



 


A-2

















 


SINCLAIR BROADCAST GROUP, INC.


 


The
Corporation will furnish to any stockholder upon request and without charge a
full statement of the information required by Section 2-211(b) of the
Maryland General Corporation Law with respect to the designations and any
preferences, conversion and other rights, voting powers, restrictions,
limitations as to distributions, qualifications and terms and conditions of
redemption of the stock of each class which the Corporation has authority to
issue  and, if the Corporation is authorized
to issue any preferred or special class in series or classes, (i) the
difference in the relative rights and preferences between the shares of each
series and class to the extent set, and (ii) the authority of the Board of
Directors to set such rights and preferences of subsequent series and
classes.  The foregoing summary does not
purport to be complete and is subject to and qualified in its entirety by
reference to the Charter of the Corporation, a copy of which will be sent
without charge to each stockholder who so requests.  Such request must be made to the Secretary of
the Corporation at its principal office.


 


The following
abbreviations, when used in the inscription on the face of this Depositary
Receipt shall be construed as though they were written out in full according to
applicable laws or regulations:


 


TEN COM as
tenants in common 


TEN ENT as
tenants by the entireties


JT TEN as
joint tenants with right of survivorship and not as tenants in common


 


	
  UNIF GIFT MIN ACT—

  	
   

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
   

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UNDER
  Uniform Gifts to Minors Act

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (State)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNIF GIFT MIN ACT—

  	
   

  	
   

  	
  Custodian
  (until age

  	
   

  	
  )

  
	
   

  	
  (Cust)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  under
  Uniform Transfers

  
	
   

  	
  (Minor)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  to Minors
  Act

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (State)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Additional
  abbreviations may also be used though not in the above list.

  
	
   

  
	
   

  	
  For Value
  Received,
                                          
  hereby sell, assign and transfer unto

  
							



 


A-3

















 


	
   

  
	
   

  
	
   

  
	
  PLEASE
  INSERT SOCIAL SECURITY OR OTHER

             IDENTIFYING
  NUMBER OF ASSIGNEE

  
	
   

  
	
   

  
	
   

  
	
  (Please print or typewrite name and address
  including postal zip code of assignee)

  
	
   

  
	
   

  
	
   

  
	
  Depositary Shares represented by the within
  Depositary Receipt, and do hereby 

  irrevocably constitute and appoint

  
	
   

  
	
   

  



 


Attorney to transfer the said Depositary
Shares on the books of the within named 

Depositary with full power of substitution


 


	
  Dated

  	
   

  	
   

  	
  Signed

  	
   

  



 


 


NOTICE:  THE SIGNATURE FOR THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS DEPOSITARY RECEIPT IN
EVERY PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


 


	
  Signature(s) Guaranteed:

  	
   

  	
   

  



 


THE SIGNATURE(S) SHOULD
BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-16.


 


A-4