-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gm0iv6Q66mJ/42OksOMm6OdD3KloZ1XAkA0t9nGncoSagZl5w7jrkyIJDgSLLu8E Z53sb5cZuxAZ7EmfpN/WYQ== 0001005150-97-000664.txt : 19970912 0001005150-97-000664.hdr.sgml : 19970912 ACCESSION NUMBER: 0001005150-97-000664 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 88 FILED AS OF DATE: 19970829 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR BROADCAST GROUP INC CENTRAL INDEX KEY: 0000912752 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521494660 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753 FILM NUMBER: 97673679 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 W 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE TELEVISION INC CENTRAL INDEX KEY: 0000912753 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521590917 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-01 FILM NUMBER: 97673680 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104677005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE TELEVISION LICENSEE INC CENTRAL INDEX KEY: 0000912754 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 510336990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-02 FILM NUMBER: 97673681 BUSINESS ADDRESS: STREET 1: 1105 NORTH MARKET ST STREET 2: STE 1300 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024273629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTTE CHANNEL 28 INC CENTRAL INDEX KEY: 0000912755 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521313500 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-03 FILM NUMBER: 97673682 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTTE CHANNEL 28 LICENSEE INC CENTRAL INDEX KEY: 0000912756 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521742776 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-04 FILM NUMBER: 97673683 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPGH INC CENTRAL INDEX KEY: 0000912757 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521742771 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-05 FILM NUMBER: 97673684 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPGH LICENSEE INC CENTRAL INDEX KEY: 0000912758 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521742774 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-06 FILM NUMBER: 97673685 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTTO INC CENTRAL INDEX KEY: 0000912759 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521836391 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-07 FILM NUMBER: 97673686 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTTO LICENSEE INC CENTRAL INDEX KEY: 0000912760 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 510349553 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-08 FILM NUMBER: 97673687 BUSINESS ADDRESS: STREET 1: 1105 NORTH MARKET ST STREET 2: STE 1300 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024273629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCGV INC CENTRAL INDEX KEY: 0000912761 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521836393 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-09 FILM NUMBER: 97673688 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FSF TV INC CENTRAL INDEX KEY: 0001044784 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 561739096 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-10 FILM NUMBER: 97673689 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KABB LINCENSEE INC CENTRAL INDEX KEY: 0001044785 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974581 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-11 FILM NUMBER: 97673690 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KDNL LICENSEE INC CENTRAL INDEX KEY: 0001044786 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974579 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-12 FILM NUMBER: 97673691 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KSMO INC CENTRAL INDEX KEY: 0001044788 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521966077 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-13 FILM NUMBER: 97673692 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KSMO LICENSEE INC CENTRAL INDEX KEY: 0001044789 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521966077 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-14 FILM NUMBER: 97673693 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KUPN LICENSEE INC CENTRAL INDEX KEY: 0001044790 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 522016990 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-15 FILM NUMBER: 97673694 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCI INDIANA LICENSEE INC CENTRAL INDEX KEY: 0001044791 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974576 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-16 FILM NUMBER: 97673695 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCI SACRAMENTO LICENSEE INC CENTRAL INDEX KEY: 0001044792 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974575 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-17 FILM NUMBER: 97673696 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR COMMUNICATIONS INC CENTRAL INDEX KEY: 0001044794 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521977539 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-18 FILM NUMBER: 97673697 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF ALBUQUERQUE INC CENTRAL INDEX KEY: 0001044796 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521976547 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-19 FILM NUMBER: 97673698 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF ALBUQUERQUE LICENSEE INC CENTRAL INDEX KEY: 0001044798 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974593 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-20 FILM NUMBER: 97673699 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF BUFFALO INC CENTRAL INDEX KEY: 0001044799 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974593 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-21 FILM NUMBER: 97673700 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF BUFFALO LICENSEE INC CENTRAL INDEX KEY: 0001044800 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974593 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-22 FILM NUMBER: 97673701 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF GREENVILLE INC CENTRAL INDEX KEY: 0001044802 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974593 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-23 FILM NUMBER: 97673702 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF GREENVILLE LICENSEE INC CENTRAL INDEX KEY: 0001044803 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974593 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-24 FILM NUMBER: 97673703 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF LOS ANGELES INC CENTRAL INDEX KEY: 0001044804 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974593 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-25 FILM NUMBER: 97673704 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF LOS ANGELES LICENSE INC CENTRAL INDEX KEY: 0001044806 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974593 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-26 FILM NUMBER: 97673705 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF MEMPHIS INC CENTRAL INDEX KEY: 0001044807 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974593 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-27 FILM NUMBER: 97673706 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF MEMPHIS LICENSEE INC CENTRAL INDEX KEY: 0001044809 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974586 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-28 FILM NUMBER: 97673707 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF NASHVILLE INC CENTRAL INDEX KEY: 0001044810 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521975785 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-29 FILM NUMBER: 97673708 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF NASHVILLE LICENSE INC CENTRAL INDEX KEY: 0001044812 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521975785 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-30 FILM NUMBER: 97673709 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF NEW ORLEANS INC CENTRAL INDEX KEY: 0001044813 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521975783 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-31 FILM NUMBER: 97673710 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF NEW ORLEANS LICENSEE INC CENTRAL INDEX KEY: 0001044814 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974588 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-32 FILM NUMBER: 97673711 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF ST LOUIS INC CENTRAL INDEX KEY: 0001044815 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974588 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-33 FILM NUMBER: 97673712 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF ST LOUIS LICENSEE INC CENTRAL INDEX KEY: 0001044816 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974592 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-34 FILM NUMBER: 97673713 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF WILKES BARRES INC CENTRAL INDEX KEY: 0001044819 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521975788 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-35 FILM NUMBER: 97673714 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR RADIO OF WILKES BARRES LICENSEE INC CENTRAL INDEX KEY: 0001044820 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974583 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-36 FILM NUMBER: 97673715 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR COMMUNICATIONS OF KENTUCKY INC CENTRAL INDEX KEY: 0001044823 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 611250982 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-37 FILM NUMBER: 97673716 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR COMMUNICATIONS OF OKLAHOMA INC CENTRAL INDEX KEY: 0001044824 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 611250982 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-38 FILM NUMBER: 97673717 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR OK LICENSE CORP CENTRAL INDEX KEY: 0001044825 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 731438189 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-39 FILM NUMBER: 97673718 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR KY LICENSE CORP CENTRAL INDEX KEY: 0001044826 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 611250983 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-40 FILM NUMBER: 97673719 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUSCALOOSA BROADCASTING INC CENTRAL INDEX KEY: 0001044828 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521940000 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-41 FILM NUMBER: 97673720 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCGV LINCENSEE INC CENTRAL INDEX KEY: 0001044829 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 520349552 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-42 FILM NUMBER: 97673721 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WDBB INC CENTRAL INDEX KEY: 0001044830 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521947227 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-43 FILM NUMBER: 97673722 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WLFL INC CENTRAL INDEX KEY: 0001044832 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521911462 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-44 FILM NUMBER: 97673723 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WLFL LICENSEE INC CENTRAL INDEX KEY: 0001044833 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510364246 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-45 FILM NUMBER: 97673724 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WLOS LICENSEE INC CENTRAL INDEX KEY: 0001044834 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521974580 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-46 FILM NUMBER: 97673725 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSMH INC CENTRAL INDEX KEY: 0001044836 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521742771 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-47 FILM NUMBER: 97673726 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSMH LICENSEE INC CENTRAL INDEX KEY: 0001044837 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521939265 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-48 FILM NUMBER: 97673727 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSTR LICENSEE INC CENTRAL INDEX KEY: 0001044838 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521958895 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-49 FILM NUMBER: 97673728 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSYX INC CENTRAL INDEX KEY: 0001044839 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 522050323 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-50 FILM NUMBER: 97673729 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTVZ INC CENTRAL INDEX KEY: 0001044840 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521903498 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-51 FILM NUMBER: 97673730 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTVZ LICENSEE INC CENTRAL INDEX KEY: 0001044841 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521903498 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-52 FILM NUMBER: 97673731 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYZZ LICENSEE INC CENTRAL INDEX KEY: 0001044842 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521959631 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-53 FILM NUMBER: 97673732 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYZZ INC CENTRAL INDEX KEY: 0001044843 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521959155 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-54 FILM NUMBER: 97673733 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSTR INC CENTRAL INDEX KEY: 0001044848 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-34753-55 FILM NUMBER: 97673734 BUSINESS ADDRESS: STREET 1: . S-4 1 FORM S-4 As filed with the Securities and Exchange Commission August 29, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ SINCLAIR BROADCAST GROUP, INC. (Exact name of registrant as specified in its charter) ------------ MARYLAND (State or other jurisdiction of incorporation or organization) ------------ 52-1494660 (I.R.S. Employer Identification No.) ------------ 4833 (Primary Standard Industrial Classification Code Number) ---------------- 2000 WEST 41ST STREET BALTIMORE, MARYLAND 21211 (410) 467-5005 (Address, including ZIP Code, and telephone number, including area code, of registrants' principal executive offices) ---------------- SEE TABLE OF ADDITIONAL REGISTRANTS. ---------------- DAVID D. SMITH PRESIDENT AND CHIEF EXECUTIVE OFFICER SINCLAIR BROADCAST GROUP, INC. 2000 WEST 41ST STREET BALTIMORE, MARYLAND 21211 (410) 467-5005 (Name, address, including ZIP Code, and telephone number, including area code, of agent for service) ---------------- Copies to: George P. Stamas, Esq. Steven A. Thomas, Esq. Wilmer, Cutler & Pickering Thomas & Libowitz, P.A. 2445 M Street, N.W. 100 Light Street - Suite 1100 Washington, D.C. 20037 Baltimore, MD 21202 (202) 663-6000 (410) 752-2468 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] ---------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM PROPOSED TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ 9% Senior Subordinated Notes due 2007 .................. $200,000,000 100% $200,000,000 $60,606.06 Senior Subordinated Guarantees of 9% Senior Subordinated Notes due 2007 ....................................... $200,000,00 (2) (2) (2) - ------------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933. (2) Pursuant to Rule 457 (n), no separate registration fee is required as no additional consideration is being paid for the guarantees. The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ TABLE OF ADDITIONAL REGISTRANTS
ADDRESS, INCLUDING ZIP CODE, PRIMARY AND TELEPHONE NUMBER, EXACT NAME OF STATE OR OTHER STANDARD I.R.S. INCLUDING AREA CODE, REGISTRANT AS JURISDICTION OF INDUSTRIAL EMPLOYER OF REGISTRANT'S SPECIFIED IN INCORPORATION OR CLASSIFICATION IDENTIFICATION PRINCIPAL EXECUTIVE ITS CHARTER ORGANIZATION CODE NUMBER NUMBER OFFICES - ------------------------- ------------------ ---------------- ----------------- --------------------------- Chesapeake Television, Maryland 4833 52-1590917 2000 West 41st Street Inc. Baltimore, Maryland 21211 410/467-5005 Chesapeake Television Delaware 4833 51-0336990 2000 West 41st Street Licensee, Inc. Baltimore, Maryland 21211 410/467-5005 FSF-TV, Inc. North Carolina 4833 56-1739096 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 KABB Licensee, Inc. Delaware 4833 52-1974581 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 KDNL Licensee, Inc. Delaware 4833 52-1974579 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 KSMO, Inc. Maryland 4833 52-1836395 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 KSMO Licensee, Inc. Delaware 4833 52-1966077 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 KUPN Licensee, Inc. Maryland 4833 52-2016990 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 SCI-Indiana Licensee, Delaware 4833 52-1974576 2000 West 41st Street Inc. Baltimore, Maryland 21211 410/467-5005 SCI-Sacramento Delaware 4833 52-1974575 2000 West 41st Street Licensee, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Communica- Maryland 4833 52-1977539 2000 West 41st Street tions, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Radio of Albu- Maryland 4833 52-1976547 2000 West 41st Street querque, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Radio of Albu- Delaware 4833 52-1974593 2000 West 41st Street querque Licensee, Baltimore, Maryland 21211 Inc. 410/467-5005 Sinclair Radio of Maryland 4833 52-1975701 2000 West 41st Street Buffalo, Inc. Baltimore, Maryland 21211 410/467-5005
ADDRESS, INCLUDING ZIP CODE, PRIMARY AND TELEPHONE NUMBER, EXACT NAME OF STATE OR OTHER STANDARD I.R.S. INCLUDING AREA CODE, REGISTRANT AS JURISDICTION OF INDUSTRIAL EMPLOYER OF REGISTRANT'S SPECIFIED IN INCORPORATION OR CLASSIFICATION IDENTIFICATION PRINCIPAL EXECUTIVE ITS CHARTER ORGANIZATION CODE NUMBER NUMBER OFFICES - ------------------------- ------------------ ---------------- ----------------- --------------------------- Sinclair Radio of Buf- Delaware 4833 52-1974582 2000 West 41st Street falo Licensee, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Radio of Maryland 4833 52-1975786 2000 West 41st Street Greenville, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Radio of Delaware 4833 52-1974584 2000 West 41st Street Greenville Licensee, Baltimore, Maryland 21211 Inc. 410/467-5005 Sinclair Radio of Los Maryland 4833 52-1975780 2000 West 41st Street Angeles, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Radio of Los Delaware 4833 52-1974591 2000 West 41st Street Angeles Licensee, Baltimore, Maryland 21211 Inc. 410/467-5005 Sinclair Radio of Maryland 4833 52-1975784 2000 West 41st Street Memphis, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Radio of Delaware 4833 52-1974586 2000 West 41st Street Memphis Licensee, Baltimore, Maryland 21211 Inc. 410/467-5005 Sinclair Radio of Maryland 4833 52-1975785 2000 West 41st Street Nashville, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Radio of Nash- Delaware 4833 52-1974585 2000 West 41st Street ville Licensee, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Radio of New Maryland 4833 52-1975783 2000 West 41st Street Orleans, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Radio of New Delaware 4833 52-1974588 2000 West 41st Street Orleans Licensee, Baltimore, Maryland 21211 Inc. 410/467-5005 Sinclair Radio of St. Maryland 4833 52-1975782 2000 West 41st Street Louis, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Radio of St. Delaware 4833 52-1974592 2000 West 41st Street Louis Licensee, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Radio of Maryland 4833 52-1975788 2000 West 41st Street Wilkes-Barre, Inc. Baltimore, Maryland 21211 410/467-5005 Sinclair Radio Delaware 4833 52-1974583 2000 West 41st Street of Wilkes-Barre Baltimore, Maryland 21211 Licensee, Inc. 410/467-5005
ADDRESS, INCLUDING ZIP CODE, PRIMARY AND TELEPHONE NUMBER, EXACT NAME OF STATE OR OTHER STANDARD I.R.S. INCLUDING AREA CODE, REGISTRANT AS JURISDICTION OF INDUSTRIAL EMPLOYER OF REGISTRANT'S SPECIFIED IN INCORPORATION OR CLASSIFICATION IDENTIFICATION PRINCIPAL EXECUTIVE ITS CHARTER ORGANIZATION CODE NUMBER NUMBER OFFICES - ----------------------- ------------------ ---------------- ----------------- --------------------------- Superior Communica- Delaware 4833 61-1250982 2000 West 41st Street tions of Kentucky, Baltimore, Maryland 21211 Inc. 410/467-5005 Superior Communica- Oklahoma 4833 73-1021304 2000 West 41st Street tions of Oklahoma, Baltimore, Maryland 21211 Inc. 410/467-5005 Superior KY License Delaware 4833 61-1250983 2000 West 41st Street Corp. Baltimore, Maryland 21211 410/467-5005 Superior OK License Delaware 4833 73-1438189 2000 West 41st Street Corp. Baltimore, Maryland 21211 410/467-5005 Tuscaloosa Broadcast- Maryland 4833 52-1940000 2000 West 41st Street ing, Inc. Baltimore, Maryland 21211 410/467-5005 WCGV, Inc. Maryland 4833 52-1836393 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WCGV Licensee, Inc. Delaware 4833 52-0349552 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WDBB, Inc. Maryland 4833 52-1947227 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WLFL, Inc. Maryland 4833 52-1911462 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WLFL Licensee, Inc. Delaware 4833 51-0364246 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WLOS Licensee, Inc. Delaware 4833 52-1974580 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WPGH, Inc. Maryland 4833 52-1742771 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WPGH Licensee, Inc. Maryland 4833 52-1742774 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WSMH, Inc. Maryland 4833 52-1952880 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005
ADDRESS, INCLUDING ZIP CODE, PRIMARY AND TELEPHONE NUMBER, EXACT NAME OF STATE OR OTHER STANDARD I.R.S. INCLUDING AREA CODE, REGISTRANT AS JURISDICTION OF INDUSTRIAL EMPLOYER OF REGISTRANT'S SPECIFIED IN INCORPORATION OR CLASSIFICATION IDENTIFICATION PRINCIPAL EXECUTIVE ITS CHARTER ORGANIZATION CODE NUMBER NUMBER OFFICES - ------------------------ ------------------ ---------------- ----------------- --------------------------- WSMH Licensee, Inc. Delaware 4833 52-1939265 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WSTR, Inc. Maryland 4833 52-1836394 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WSTR Licensee, Inc. Maryalnd 4833 52-1958895 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WSYX, Inc. Maryland 4833 52-2050323 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WTTE, Channel 28, Inc. Maryland 4833 52-1313500 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WTTE, Channel 28 Maryland 4833 52-1742776 2000 West 41st Street Licensee, Inc. Baltimore, Maryland 21211 410/467-5005 WTTO , Inc. Maryland 4833 52-1836391 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WTTO Licensee, Inc. Delaware 4833 51-0349553 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WTVZ, Inc. Maryland 4833 52-1903498 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WTVZ Licensee, Inc. Maryland 4833 52-1908393 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WYZZ, Inc. Maryland 4833 52-1959155 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005 WYZZ Licensee, Inc. Delaware 4833 52-1959631 2000 West 41st Street Baltimore, Maryland 21211 410/467-5005
SUBJECT TO COMPLETION, DATED AUGUST 29, 1997 OFFER FOR ALL OUTSTANDING PROSPECTUS 9% SENIOR SUBORDINATED NOTES DUE 2007 IN EXCHANGE FOR 9% SENIOR SUBORDINATED NOTES DUE 2007 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OF SBG SINCLAIR BROADCAST GROUP The Exchange Offer and Withdrawal Rights will expire at 5:00 p.m., New York City time, on _______, 1997, unless extended. ---------- Sinclair Broadcast Group, Inc. (the "Company" or "Sinclair") hereby offers to exchange up to $200,000,000 aggregate principal amount of the Company's 9% Senior Subordinated Notes due 2007, (the "New Notes") for a like aggregate principal amount of the Company's outstanding 9% Senior Subordinated Notes due 2007 (the "Old Notes" and, with the New Notes, the "Notes"), of which $200,000,000 is outstanding. The New Notes have terms that are substantially identical to the terms of the Old Notes, except that the New Notes have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement (as defined herein), of which this Prospectus constitutes a part, do not contain terms with respect to transfer restrictions, and do not provide for additional interest for certain periods. The offer is made upon the terms and subject to the conditions set forth in this Prospectus (such Prospectus, as it may be amended or supplemented from time to time, the "Prospectus") and in the accompanying Letter of Transmittal (which together constitute the "Exchange Offer"). The Old Notes were guaranteed, jointly and severally, on a senior subordinated basis (the "Old Guarantees") by substantially all of the Company's subsidiaries (the "Guarantors"). The New Notes also will be guaranteed, jointly and severally, on a senior subordinated basis (the "New Guarantees") by the Guarantors. A subsidiary may be released from its New Guarantee under certain circumstances. See "Description of the New Notes - New Guarantees." Interest on the New Notes will be payable semiannually on January 15 and July 15 of each year, commencing January 15, 1998. The New Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after July 15, 2002, at the redemption prices set forth herein, together with accrued and unpaid interest, if any, to the date of redemption. Currently, under the Company's Bank Credit Agreement (as defined) the Company could not exercise these options. On or prior to July 15, 2000, the Company may redeem up to 25% of the original principal amount of New Notes with the proceeds of a Public Equity Offering (as defined) of the Company at 109% of the aggregate principal amount, together with accrued and unpaid interest, if any, to the date of redemption. Upon the occurrence of a Change of Control (as defined), each holder of the New Notes may require the Company to repurchase all or a portion of such holder's New Notes at 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of repurchase. See "Description of the New Notes." (Continued on next page) ---------- SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY HOLDERS WHO TENDER OLD NOTES IN THE EXCHANGE OFFER. ---------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Date of this Prospectus is _________, 1997. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. (Continued From Cover Page) The New Notes will be unsecured obligations of the Company and will be subordinated to all existing and future Senior Indebtedness (as defined) of the Company. The New Guarantees will be unsecured obligations of the Guarantors and will be subordinated to all existing and future Guarantor Senior Indebtedness (as defined). As of June 30, 1997, on a pro forma basis, after giving effect to the offering of the Old Notes the aggregate amount of Senior Indebtedness that would have ranked senior in right of payment to the Notes would have been $613.3 million and the aggregate amount of Guarantor Senior Indebtedness that ranked senior in right of payment to the Guarantees would have been $613.3 million (including $610.2 million of outstanding indebtedness representing guarantees of Senior Indebtedness). Under the terms of the indenture with respect to the New Notes (the "Indenture"), the Company and the Guarantors are permitted to incur additional Senior Indebtedness and Guarantor Senior Indebtedness, including certain indebtedness relating to acquisitions. There is no public market for the New Notes, and the Company does not intend to apply for listing of the New Notes on any national securities exchange or for a quotation through the Nasdaq Stock Market ("Nasdaq"). The Company has been advised by the Initial Purchasers (as defined) of the Old Notes that they intend to make a market in the New Notes; however, they are under no obligation to do so and may discontinue any market-making activities at any time without notice. The terms of the New Notes will be identical in all material respects to the respective terms of the Old Notes, except that (i) the New Notes will have been registered under the Securities Act of 1933 (the "Securities Act") and therefore will not be subject to certain restrictions on transfer applicable to the Old Notes and (ii) the New Notes will not be subject to an increase in interest payments thereon as a consequence of a failure to take certain actions in connection with their registration under the Securities Act. The New Notes are being offered for exchange in order to satisfy certain obligations of the Company under the Registration Rights Agreement dated July 2, 1997 (the "Registration Rights Agreement") among the Company, the Guarantors and the Initial Purchasers (as defined herein). In the event the Exchange Offer is consummated, any Old Notes which remain outstanding after consummation of the Exchange Offer and the New Notes issued in the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of outstanding principal amount thereof have taken certain actions or exercised certain rights under the indenture governing the Notes. The Company is making the Exchange Offer with respect to the New Notes in reliance on the position of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") as set forth in certain interpretive letters addressed to third parties in other transactions. However, the Company has not sought its own interpretive letter and there can be no assurance that the Staff would make a similar determination with respect to the Exchange Offer as it has in such interpretive letters to third parties. Based on these interpretations by the Staff, and subject to the two immediately following sentences, the Company believes that New Notes issued pursuant to this Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by a holder of such New Notes (other than a holder who is a broker-dealer) without further compliance with the registration and prospectus delivery requirements of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holder's business and that such holder is not participating, and has no arrangement or understanding with any person to participate, in a distribution (within the meaning of the Securities Act) of such New Notes. However, any holder of Old Notes who is an "affiliate" of the Company or who intends to participate in the Exchange Offer for the purpose of distributing New Notes or any broker-dealer who purchased Old Notes from the Company to resell pursuant to Rule 144A under the Securities Act ("Rule 144A") or any other available exemption under the Securities Act, (a) will not be able to rely on the interpretations of the Staff set forth in the above-mentioned interpretive letters, (b) will not be permitted or entitled to tender such Old Notes in the Exchange Offer and (c) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of such Old Notes unless such sale is made pursuant to an exemption from such requirements. In addition, as described below, if any broker-dealer holds Old Notes acquired for its own account as a result of market-making or other trading activities and -ii- exchanges such Old Notes for New Notes, then such broker-dealer must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such New Notes or any other New Notes received in respect thereof. Each holder of Old Notes who wishes to exchange Old Notes for New Notes in the Exchange Offer will be required to represent that (i) it is not an "affiliate" of the Company, (ii) any New Notes to be received by it are being acquired in the ordinary course of its business, (iii) it has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such New Notes and (iv) if such holder is not a broker-dealer, such holder is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act) of such New Notes. In addition, the Company may require such holder, as a condition to such holder's eligibility to participate in the Exchange Offer, to furnish to the Company (or an agent thereof), in writing, information as to the number of "beneficial owners" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) on behalf of whom such holder holds the Old Notes to be exchanged in the Exchange Offer. Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it acquired the Old Notes for its own account as the result of market-making activities or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Based on the positions taken by the Staff in the interpretive letters referred to above, the Company believes that broker-dealers who acquired Old Notes for their own accounts, as a result of market-making activities or other trading activities ("Participating Broker-Dealers") may fulfill their prospectus delivery requirements with respect to the New Notes received upon exchange of such Old Notes (other than Old Notes which represent an unsold allotment from the original sale of the Old Notes ) with a prospectus meeting the requirements of the Securities Act, which may be the prospectus prepared for an exchange offer so long as it contains a description of the plan of distribution with respect to the resale of such New Notes. Accordingly, this Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer during the period referred to below in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such Participating Broker-Dealer for its own account as a result of market-making or other trading activities. Subject to certain provisions set forth in the Registration Rights Agreement, the Company has agreed that this Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer in connection with resales of such New Notes for a period ending 180 days after the Registration Statement of which this Prospectus constitutes a part is declared effective. See "Plan of Distribution." Any Participating Broker-Dealer who is an "affiliate" of the Company may not rely on such interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. See "The Exchange Offer - Resales of New Notes." In that regard, each Participating Broker-Dealer who surrenders Old Notes pursuant to the Exchange Offer will be deemed to have agreed, by execution of the Letter of Transmittal, that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in this Prospectus untrue in any material respect or which causes this Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference herein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such Participating Broker-Dealer will suspend the sale of New Notes pursuant to this Prospectus until the Company has amended or supplemented this Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to such Participating Broker-Dealer or the Company has given notice that the sale of the New Notes may be resumed, as the case may be. Any Old Notes not tendered and accepted in the Exchange Offer will remain outstanding and will be entitled to all the same rights and will be subject to the same limitations applicable thereto under the -iii- Indenture (except for those rights that terminate upon consummation of the Exchange Offer). Following consummation of the Exchange Offer, the holders of Old Notes will continue to be subject to all of the existing restrictions upon transfer thereof and the Company will not have any further obligation to such holders (other than under certain limited circumstances) to provide for registration under the Securities Act of the Old Notes held by them. To the extent that Old Notes are tendered and accepted in the Exchange Offer, a holder's ability to sell untendered Old Notes could be adversely affected. See "Risk Factors - Consequences of a Failure to Exchange Old Notes." THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION. HOLDERS OF OLD NOTES ARE URGED TO READ THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER. Old Notes may be tendered for exchange on or prior to 5:00 p.m., New York City time, on _______ , 1997 (such time on such date being hereinafter called the "Expiration Date"), unless the Exchange Offer is extended by the Company (in which case the term "Expiration Date" shall mean the latest date and time to which the Exchange Offer is extended). Tenders of Old Notes may be withdrawn at any time on or prior to the Expiration Date. The Exchange Offer is not conditioned upon any minimum principal amount of Old Notes being tendered for exchange. However, the Exchange Offer is subject to certain events and conditions which may be waived by the Company and to the terms and provisions of the Registration Rights Agreement. The Company has agreed to pay all expenses of the Exchange Offer. See "The Exchange Offer - Fees and Expenses." This Prospectus, together with the Letter of Transmittal and Notice of Guaranteed Delivery, is being sent to all registered holders of Old Notes as of _______, 1997. The Company will not receive any cash proceeds from the issuance of the New Notes offered hereby. No dealer-manager is being used in connection with this Exchange Offer. See "Use of Proceeds" and "Plan of Distribution." ---------------- NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. ---------------- -iv- AVAILABLE INFORMATION The Company is subject to the information requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following regional offices of the Commission: 5 Park Place, Room 1228, New York, New York 10007 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60621. Copies of such material may be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. at prescribed rates. Such reports and other information can also be reviewed through the Commission's Electronic Data Gathering, Analysis, and Retrieval System ("EDGAR") which is publicly available though the Commission's World Wide Web site (http://www.sec.gov). In addition, the Company's Class A Common Stock, par value $.01 per share (the "Class A Common Stock") is listed on the Nasdaq Stock Market's National Market System, and material filed by the Company can be inspected at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. This Prospectus constitutes a part of a registration statement on Form S-4 (the "Registration Statement") filed by the Company with the Commission under the Securities Act. As permitted by the rules and regulations of the Commission, this Prospectus does not contain all the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission, and reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the New Notes. Any statements contained herein concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by the Company are incorporated by reference in this Prospectus: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1996 (as amended), together with the report of Arthur Andersen LLP, independent certified public accountants; (b) The Company's Quarterly Report on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997; (c) The historical financial statements contained in the Company's Current Reports on Form 8-K and Form 8-K/A filed May 10, 1996, May 13, 1996, May 17, 1996, May 29, 1996, August 30, 1996, September 5, 1996 and February 25, 1997 together with the reports of the independent accountants related thereto; and (d) The Company's Current Reports on Form 8-K and Form 8-K/A filed May 10, 1996, May 13, 1996, May 17, 1996, May 29, 1996, August 30, 1996, September 5, 1996, February 25, 1997, June 27, 1997, July 2, 1997, July 14, 1997, July 17, 1997, July 29, 1997, August 13, 1997, August 26, 1997 and August 29, 1997. All documents filed by the Company pursuant to Sections 13(a) and (c), 14, or 15(d) of the Exchange Act after the date hereof and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which -v- also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. As used herein, the terms "Prospectus" and "herein" mean this Prospectus, including the documents or portions thereof incorporated or deemed to be incorporated herein by reference, as the same may be amended, supplemented or otherwise modified from time to time. Statements contained in this Prospectus as to the contents of any contract or other document referred to herein do not purport to be complete, and where reference is made to the particular provisions of such contract or other document, such provisions are qualified in all respects by reference to all of the provisions of such contract or other document. The Company will provide without charge to each person to whom this Prospectus is delivered, upon request, a copy of any or all of the foregoing documents described above which have been or may be incorporated by reference in this Prospectus other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Such request should be directed to: Patrick J. Talamantes Sinclair Broadcast Group, Inc. 2000 W. 41st Street Baltimore, MD 21211 The New Notes will be represented by a global certificate registered in the name of The Depository Trust Company ("DTC") or its nominee and, if holders that are not qualified institutional buyers participate in the Exchange Offer, by individual certificates issued in the names of such holders or their nominees. See "Description of the New Notes - Book-Entry Securities; The Depository Trust Company; Delivery and Form." -vi- SUMMARY The following summary should be read in conjunction with the more detailed information, financial statements and notes thereto in this Prospectus or incorporated herein by reference. Unless the context otherwise indicates or unless specifically defined otherwise, as used herein, the "Company" or "Sinclair" means Sinclair Broadcast Group, Inc. and its direct and indirect wholly-owned subsidiaries (collectively, the "Subsidiaries"). SINCLAIR The Company is a diversified broadcasting company that owns or provides programming services to more television stations than any other commercial broadcasting group in the United States. The Company currently owns or provides programming services pursuant to Local Marketing Agreements ("LMAs") to 29 television stations, has pending acquisitions of four additional television stations, and has pending acquisitions of the rights to provide programming to two additional television stations. The Company believes it is also one of the top 20 radio groups in the United States, when measured by the total number of radio stations owned, programmed or with which the Company has Joint Sales Agreements ("JSAs"). The Company owns or provides sales services to 27 radio stations, has pending acquisitions of 24 radio stations and has options to acquire an additional seven radio stations. The Company has entered into an agreement to sell or swap three of the radio stations it currently owns. The 29 television stations the Company owns or programs pursuant to LMAs are located in 21 geographically diverse markets, with 23 of the stations in the top 51 television DMAs in the United States. The Company's television station group is diverse in network affiliation with ten stations affiliated with Fox Broadcasting Company ("Fox"), 12 with United Paramount Television Network Partnership ("UPN"), three with The WB Television Network ("WB"), two with ABC and one with CBS. One station operates as an independent. The Company has recently entered into an agreement with WB pursuant to which seven of its stations would switch affiliations to, and one independent station would become affiliated with, WB. The Company's radio station group is also geographically diverse with a variety of programming formats including country, urban, news/talk/sports, progressive rock and adult contemporary. Of the 27 stations owned, programmed or with which the Company has a JSA, 12 broadcast on the AM band and 15 on the FM band. The Company owns, programs or has a JSA with between two and eight stations in all but one of the eight radio markets it serves. The Company has undergone rapid and significant growth over the course of the last six years. Since 1991, the Company has increased the number of stations it owns or provides services to from three television stations to 29 television stations and 27 radio stations. From 1991 to 1996, net broadcast revenues and Adjusted EBITDA (as defined herein) increased from $39.7 million to $346.5 million, and from $15.5 million to $180.3 million, respectively. Pro forma for the acquisitions completed in 1996 and the Heritage Acquisition described below, 1996 net broadcast revenues and Adjusted EBITDA would have been $532.4 million and $246.3 million, respectively. The Company is a Maryland corporation formed in 1986. The Company's principal offices are located at 2000 West 41st Street, Baltimore, Maryland 21211, and its telephone number is (410) 467-5005. RECENT DEVELOPMENTS AGREEMENT WITH THE WB NETWORK On July 4, 1997, the Company entered into an agreement with WB (the "WB Agreement"), pursuant to which the Company agreed that certain stations currently affiliated with UPN would terminate their affiliations with UPN at the end of the current affiliation term in January 1998, and 1 would enter into affiliation agreements with WB effective as of that date. The Company has advised UPN that the following stations owned or provided programming services by the Company will not renew their affiliation agreements with UPN when the current agreements expire on January 15, 1998: WPTT-TV, Pittsburgh, Pennsylvania, WNUV-TV, Baltimore, Maryland. WSTR-TV, Cincinnati, Ohio, KRRT-TV, San Antonio, Texas, and KOCB-TV, Oklahoma City, Oklahoma. These stations will enter into ten-year affiliation agreements with WB beginning on January 16, 1998. Pursuant to the WB Agreement, the WB affiliation agreements of WVTV-TV, Milwaukee, Wisconsin, and WTTO-TV, Birmingham, Alabama (whose programming is simulcasted on WDBB-TV, Tuscaloosa, Alabama), have been extended to January 16, 2008. In addition, WFBC-TV in Greenville, South Carolina will become affiliated with WB on November 1, 1999, when WB's current affiliation with another station in that market expires. WTVZ-TV, Norfolk, Virginia and WLFL-TV, Raleigh, North Carolina, will become affiliated with WB when their affiliations with Fox expire. These Fox affiliations are scheduled to expire on August 31, 1998. Under the terms of the WB Agreement, WB has agreed to pay the Company $64 million aggregate amount in monthly installments during the eight years commencing on January 16, 1998 in consideration for entering into affiliation agreements with WB. In addition, WB will be obligated to pay an additional $10 million aggregate amount in monthly installments in each of the following two years provided that WB is in the business of supplying programming as a television network during each of those years. In August 1997, UPN filed an action in Los Angeles Superior Court against the Company, seeking declaratory relief and specific performance or, in the alternative, unspecified damages and alleging that neither the Company nor its affiliates provided proper notice of their intention not to extend the current UPN affiliations beyond January 15, 1998. Certain subsidiaries of the Company have filed an action in the Circuit Court for Baltimore City seeking declaratory relief that their notice was effective to terminate the affiliations on January 15, 1998. See "Risk Factors - Certain Network Affiliation Agreements" and "Business of Sinclair - Legal Proceedings" in the Company's Current Report on Form 8-K filed on August 29, 1997, which is incorporated herein by reference. HERITAGE ACQUISITION On July 16, 1997, the Company entered into agreements (the "Heritage Acquisition Agreements") with The News Corporation Limited, Heritage Media Group, Inc. and certain subsidiaries of Heritage Media Corporation (collectively, "Heritage"), pursuant to which the Company agreed to acquire certain television and radio assets of such subsidiaries. Under the Heritage Acquisition Agreements, the Company will acquire the assets of, or the right to program pursuant to LMAs, six television stations in three markets and the assets of 24 radio stations in seven markets (the "Heritage Acquisition"). The television stations serve the following markets: Charleston/ Huntington, West Virginia; Mobile, Alabama/Pensacola, Florida; and Burlington, Vermont/ Plattsburgh, New York. The radio stations serve the following markets: St. Louis, Missouri; Portland, Oregon; Kansas City, Missouri; Milwaukee, Wisconsin; Norfolk, Virginia; New Orleans, Louisiana; and Rochester, New York. The aggregate purchase price for the assets is $630 million payable in cash at closing, less a deposit of $63 million paid at the time of signing the Heritage Acquisition Agreements. The Heritage Acquisition Agreements also provide for the acquisition of the assets of a television station in Oklahoma City, Oklahoma; the Company is required by the agreements to dispose of its interest in that station, and the Company has entered into a letter of intent to sell that station for $60 million in cash. The Company intends to finance the purchase price from some combination of the proceeds of the Common Stock Offering (as defined), the proceeds of the Preferred Stock Offering (as defined), funds available under the Company's Bank Credit Agreement (as defined), and the anticipated $60 million in proceeds from the sale of the Company's interest in the Oklahoma City station. Closing of the Heritage Acquisition is conditioned on, among other things, FCC approval and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. 2 PREFERRED STOCK AND COMMON STOCK OFFERING Pursuant to a $1 billion shelf registration statement filed with the Commission on August 22, 1997 (the Shelf "Registration Statement") and a prospectus supplement filed with the Commission on August 27, 1997, the Company plans to offer $150 million aggregate liquidation amount of Series D Convertible Exchangeable Preferred Stock of the Company, par value $.01 per share (the "Convertible Exchangeable Preferred Stock") (the offering of the Convertible Exchangeable Preferred Stock, the "Preferred Stock Offering"). The Convertible Exchangeable Preferred Stock will have a liquidation preference of $50 per share and a stated annual dividend to be determined that will be payable quarterly out of legally available funds. The Convertible Exchangeable Preferred Stock will be convertible into shares of Class A Common Stock, at the option of the holders thereof at a conversion price to be determined. The Convertible Exchangeable Preferred Stock will be exchangeable at the option of the Company for Convertible Subordinated Debentures of the Company, due 2012, and will be redeemable at the option of the Company beginning three years after issuance at specified prices plus accrued dividends. Except under certain limited circumstances shares of Convertible Exchangeable Preferred Stock will not have the right to vote on matters on which shares of Common Stock have a vote, prior to their conversion into Class A Common Stock. Concurrently with the Preferred Stock Offering and pursuant to the Shelf Registration Statement and a prospectus supplement filed with the Commission on August 27, 1997, the Company and certain stockholders of the Company (the "Selling Stockholders") plan to offer 4,000,000 shares and 1,300,000 shares of Class A Common Stock, respectively (the "Common Stock Offering"). There can be no assurance that either the Common Stock Offering or the Preferred Stock Offering will be consummated and there can be no assurance that if one of the offerings is completed the other offering will also be completed. THE EXCHANGE OFFER GENERAL.................. The Old Notes were issued by the Company on July 2, 1997 to Smith Barney Inc., Chase Securities Inc., Salomon Brothers Inc and Furman Selz (the "Initial Purchasers"). The Initial Purchasers subsequently resold the Old Notes to qualified institutional buyers in reliance upon Rule 144A under the Securities Act. Up to $200,000,000 aggregate principal amount of New Notes are being offered in exchange for a like aggregate principal amount of Old Notes (the "Exchange Offer"). The Company will issue, promptly after the Expiration Date, $1,000 principal amount of New Notes in exchange for each $1,000 principal amount of outstanding Old Notes tendered and accepted in connection with the Exchange Offer. The Company is making the Exchange Offer in order to satisfy obligations under the Registration Rights Agreement relating to the Old Notes. For a description of the procedures for tendering Old Notes, see "The Exchange Offer - Procedures for Tendering Old Notes." The Old Notes were guaranteed by the Guarantors (the "Old Guarantees"), and in connection with the Exchange Offer, the Guarantors are exchanging the Old Guarantees for the New Guarantees. Expiration Date......... 5:00 p.m., New York City time, on , 1997 (such time on such date being hereinafter called the "Expiration Date") unless the Exchange Offer is extended by the Company (in which case the term "Expiration Date" shall mean the latest date and time to which the Exchange Offer is extended). See "The Exchange Offer - Expiration Date; Extensions; Amendments." 3 CONDITIONS TO THE EXCHANGE OFFER .................. The Exchange Offer is subject to certain conditions, which may be waived by the Company in its sole discretion. The Exchange Offer is not conditioned upon any minimum principal amount of the Old Notes being tendered. See "The Exchange Offer - Conditions to the Exchange Offer." The Company reserves the right in its sole and absolute discretion, subject to applicable law, at any time and from time to time, (i) to delay the acceptance of the Old Notes for exchange, (ii) to terminate the Exchange Offer if certain specified conditions have not been satisfied, (iii) to extend the Expiration Date of the Exchange Offer and retain all Old Notes tendered pursuant to the Exchange Offer, subject, however, to the right of holders of Old Notes to withdraw their tendered Old Notes, or (iv) to waive any condition or otherwise amend the terms of the Exchange Offer in any respect. See "The Exchange Offer - Expiration Date; Extensions; Amendments." WITHDRAWAL RIGHTS ...... Tenders of Old Notes may be withdrawn at any time on or prior to the Expiration Date by delivering a written notice of such withdrawal to First Union National Bank (the "Exchange Agent") in conformity with certain procedures set forth below under "The Exchange Offer - Withdrawal Rights." PROCEDURES FOR TENDERING OLD NOTES .................. Tendering holders of Old Notes must complete and sign a Letter of Transmittal in accordance with the instructions contained therein and forward the same by mail, facsimile or hand delivery, together with any other required documents, to the Exchange Agent, together with the Old Notes to be tendered or in compliance with the specified procedures for guaranteed delivery of Old Notes. Certain brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer. Holders of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee are urged to contact such person promptly if they wish to tender Old Notes pursuant to the Exchange Offer. See "The Exchange Offer - Procedures for Tendering Old Notes." Letters of Transmittal and certificates representing Old Notes should not be sent to the Company. Such documents should only be sent to the Exchange Agent. Questions regarding how to tender and requests for information should be directed to the Exchange Agent. See "The Exchange Offer - Exchange Agent." RESALES OF NEW NOTES... The Company is making the Exchange Offer in reliance on the position of the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") as set forth in certain interpretive letters addressed to third parties in other transactions. However, the Company has not sought its own interpretive letter and there can be no assurance that the Staff would make a similar determination with respect to the Exchange Offer as it has in such interpretive letters to third parties. Based on these interpretations by the Staff, and subject to the two immediately following sentences, the Company believes that New Notes issued pursuant to this Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than a holder who is a broker-dealer) without further compliance with the registration and prospectus delivery requirements of the Securities 4 Act, provided that such New Notes are acquired in the ordinary course of such holder's business and that such holder is not participating, and has no arrangement or understanding with any person to participate, in a distribution (within the meaning of the Securities Act) of such New Notes. However, any holder of Old Notes who is an "affiliate" of the Company or who intends to participate in the Exchange Offer for the purpose of distributing the New Notes, or any broker-dealer who purchased the Old Notes from the Company to resell pursuant to Rule 144A or any other available exemption under the Securities Act, (a) will not be able to rely on the interpretations of the Staff set forth in the above-mentioned interpretive letters, (b) will not be permitted or entitled to tender such Old Notes in the Exchange Offer and (c) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of such Old Notes unless such sale is made pursuant to an exemption from such requirements. In addition, as described below, if any broker-dealer holds Old Notes acquired for its own account as a result of market-making or other trading activities and exchanges such Old Notes for New Notes, then such broker-dealer must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such New Notes. Each holder of Old Notes who wishes to exchange Old Notes for New Notes in the Exchange Offer will be required to represent that (i) it is not an "affiliate" of the Company, (ii) any New Notes to be received by it are being acquired in the ordinary course of its business, (iii) it has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such New Notes, and (iv) if such holder is not a broker-dealer, such holder is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act) of such New Notes. Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it acquired the New Notes for its own account as the result of market-making activities or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Based on the position taken by the Staff in the interpretive letters referred to above, the Company believes that broker-dealers who acquired Old Notes for their own accounts as a result of market-making activities or other trading activities ("Participating Broker-Dealers") may fulfill their prospectus delivery requirements with respect to the New Notes received upon exchange of such Old Notes (other than Old Notes which represent an unsold allotment from the original sale of the Old Notes) with a prospectus meeting the requirements of the Securities Act, which may be the prospectus prepared for an exchange offer so long as it contains a description of the plan of distribution with respect to the resale of such New Notes. Accordingly, this Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such Participating Broker-Dealer for its own account as a result of market-making or other trading 5 activities. Subject to certain provisions set forth in the Registration Rights Agreement and to the limitations described below under "The Exchange Offer - Resale of New Notes," the Company has agreed that this Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer in connection with resales of such New Notes for a period ending 180 days after the Registration Statement of which this Prospectus constitutes a part is declared effective. See "Plan of Distribution." Any Participating Broker-Dealer who is an "affiliate" of the Company may not rely on such interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. See "The Exchange Offer - Resales of New Notes." EXCHANGE AGENT ......... The exchange agent with respect to the Exchange Offer is First Union National Bank. The addresses, and telephone and facsimile numbers of the Exchange Agent are set forth in "The Exchange Offer - Exchange Agent" and in the Letter of Transmittal. USE OF PROCEEDS ...... The Company will not receive any cash proceeds from the issuance of the New Notes offered hereby. See "Use of Proceeds." CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES ...... Holders of Old Notes should review the information set forth under "Certain United States Federal Income Tax Consequences" prior to tendering Old Notes in the Exchange Offer. THE NEW NOTES NOTES OFFERED ......... The terms of the New Notes will be identical in all material respects to the Old Notes, except that the New Notes will not contain terms will respect to transfer restrictions and will not provide for penalty amounts for certain future periods. MATURITY DATE............ July 15, 2007. INTEREST PAYMENT DATES . January 15 and July 15, of each year, commencing January 15, 1998. OPTIONAL REDEMPTION ... The New Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after July 15, 2002, at the redemption prices set forth herein, together with accrued and unpaid interest, if any, to the date of redemption. On or prior to July 15, 2000, the Company may redeem up to 25% of the original principal amount of the New Notes with the proceeds of a Public Equity Offering at 109% of the aggregate principal amount, together with accrued and unpaid interest, if any, to the date of redemption. See "Description of the New Notes - Optional Redemption." CHANGE OF CONTROL...... Upon the occurrence of a Change of Control, each holder of the New Notes may require the Company to repurchase all or a portion of such holder's New Notes 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. Certain highly leveraged transactions and certain transactions with the 6 Company's management and its affiliates that may adversely affect holders of the New Notes do not constitute a Change of Control. A Change of Control will result in an event of default under the Company's Bank Credit Agreement (defined herein) which consists of a $400 million reducing revolving credit facility (the "Revolving Credit Facility") and a $600 million Term Loan (the "Term Loan") and could result in the acceleration of all indebtedness under the Bank Credit Agreement (which constitutes Senior Indebtedness and Guarantor Senior Indebtedness). See "Description of the New Notes Certain Covenants - Purchase of New Notes Upon a Change of Control." RANKING.................. The New Notes will be unsecured subordinated obligations of the Company and, as such, will be subordinated to all existing and future Senior Indebtedness of the Company. The New Notes will rank pari passu with all senior subordinated indebtedness of the Company. As of June 30, 1997, and after giving effect to the sale of the Old Notes and the use of the net proceeds therefrom, the aggregate amount of Senior Indebtedness that ranked senior in right of payment to the Notes was $613.3 million, and the aggregate amount of indebtedness that would have been pari passu in right of payment with the Notes was $400 million. See "Description of the New Notes - Subordination." GUARANTEES............... The New Notes will be guaranteed, jointly and severally, on a senior subordinated basis by each of the Guarantors, which consist of all of the Company's existing Subsidiaries other than Cresap Enterprises, Inc., KDSM, Inc., KDSM Licensee, Inc., and Sinclair Capital, an indirect subsidiary trust of the Company (the "Trust"). As of June 30, 1997, and after giving pro forma effect to the sale of the Old Notes, the aggregate amount of Guarantor Senior Indebtedness that ranked senior in right of payment to the Guarantees would have been $613.3 million (including $610.2 million of outstanding indebtedness representing guarantees of Senior Indebtedness). See "Description of the New Notes - New Guarantees." Under the terms of the Indenture, the Company has the right to form or acquire Subsidiaries in the future that will not be required to be guarantors of the New Notes. Under the terms of the Indenture, a Subsidiary is not permitted to guarantee Senior Indebtedness, including indebtedness under the Bank Credit Agreement, or assume or become liable with respect to Indebtedness of the Company unless such Subsidiary becomes a Guarantor and any Guarantor which no longer guarantees any other indebtedness of the Company may be released from its Guarantee. See "Description of the New Notes - Certain Covenants Limitation on Restricted Payments; Limitation on Unrestricted Subsidiaries; and Limitation on Issuance of Guarantees of and Pledges for Indebtedness." CERTAIN COVENANTS...... The Indenture contains certain covenants, including, but not limited to, covenants with respect to the following matters: (i) limitation on indebtedness; (ii) limitation on restricted payments; (iii) limitation on transactions with affiliates; (iv) limitation on senior subordinated indebtedness; (v) limitation on liens; (vi) limitation on sale of assets; (vii) limitation on issuances of guarantees of and pledges for indebtedness; (viii) restriction on transfer of assets; (ix) limitation on subsidiary equity interests; (x) limitation on dividends and other payment 7 restrictions affecting subsidiaries; (xi) limitation on unrestricted subsidiaries; and (xii) restrictions on mergers, consolidations and the transfer of all or substantially all of the assets of the Company to another person. See "Description of the New Notes - Certain Covenants." ABSENCE OF PUBLIC TRADING MARKET FOR THE NEW NOTES. There is no public market for the New Notes and the Company does not intend to apply for listing of the New Notes on any national securities exchange or for quotation of the New Notes through Nasdaq. The Company has been advised by Smith Barney Inc., Chase Securities Inc., Salomon Brothers Inc and Furman Selz (together, the "Initial Purchasers") that the Initial Purchasers presently intend to make a market in the New Notes; however, they are under no obligation to do so and may discontinue any market-making activities at any time without notice. No assurance can be given as to the liquidity of the trading market for the New Notes or that an active public market will develop. If an active public market does not develop or is not maintained, the market price and liquidity of the New Notes may be adversely affected. See "Risk Factors - Absence of Public Trading Market for the New Notes." 8 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA SINCLAIR BROADCAST GROUP, INC. (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) The summary historical consolidated financial data for the years ended December 31, 1992, 1993, 1994, 1995 and 1996 have been derived from the Company's audited Consolidated Financial Statements (the "Consolidated Financial Statements"). The Consolidated Financial Statements for the years ended December 31, 1994, 1995 and 1996 are incorporated herein by reference. The summary historical consolidated financial data for the six months ended June 30, 1996 and 1997 and as of June 30, 1996 and 1997 are unaudited, but in the opinion of management, such data have been prepared on the same basis as the Consolidated Financial Statements incorporated herein by reference and include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations for those periods. Results for the six months ended June 30, 1996 and 1997 are not necessarily indicative of the results for a full year. Separate financial information for the Trust is not provided since the Company believes it would not be material to investors. The information below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations of Sinclair" and Sinclair's Consolidated Financial Statements in Sinclair's Annual Report on Form 10-K (as amended) for the period ended December 31, 1996 and Sinclair's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, all of which are incorporated by reference herein. Pro forma data showing the effect of acquisitions completed by the Company in 1996 (the "1996 Acquisitions"), issuance of the Preferred Securities, the issuance of the Old Notes, the Heritage Acquisition and the Preferred Stock Offering and the Common Stock Offering (if they are completed) is set forth in the Company's Report on Form 8-K filed August 29, 1997, which is incorporated by reference herein. There can be no assurance that either the Preferred Stock Offering or the Common Stock Offering will be completed, and there can be no assurance that if one of the Offerings is completed the other Offering will also be completed.
YEARS ENDED DECEMBER 31, ---------------------------------------------------------------- 1992 1993 1994(A) 1995(A) 1996(A) ------------ ------------ ----------- ------------ ------------- STATEMENT OF OPERATIONS DATA: Net broadcast revenues(b) ..................... $ 61,081 $ 69,532 $118,611 $187,934 $ 346,459 Barter revenues .............................. 8,805 6,892 10,743 18,200 32,029 -------- -------- -------- -------- --------- Total revenues .............................. 69,886 76,424 129,354 206,134 378,488 -------- -------- -------- -------- --------- Operating expenses, excluding depreciation and amortization, deferred compensation and special bonuses paid to executive officers ... 32,993 32,295 50,545 80,446 167,765 Depreciation and amortization(c) ............ 30,943 22,486 55,587 80,410 121,081 Amortization of deferred compensation ......... - - - - 739 Special bonuses paid to executive officers ... - 10,000 3,638 - - -------- -------- -------- -------- --------- Broadcast operating income .................. 5,950 11,643 19,584 45,278 88,903 -------- -------- -------- -------- --------- Interest and amortization of debt discount expense .................................... 12,997 12,852 25,418 39,253 84,314 Interest and other income ..................... 1,207 2,131 2,447 4,163 3,478 Subsidiary trust minority interest expense(d).. - - - - - -------- -------- -------- -------- --------- Income (loss) before (provision) benefit for income taxes and extraordinary item ......... $ (5,840) $ 922 $ (3,387) $ 10,188 $ 8,067 ======== ======== ======== ======== ========= Net income (loss) available to common shareholders ................................. $ (4,651) $ (7,945) $ (2,740) $ 76 $ 1,131 ======== ======== ======== ======== ========= Earnings (loss) per common share: Net income (loss) before extraordinary item ....................................... $ (0.16) $ - $ (0.09) $ 0.15 $ 0.03 Extraordinary item ........................... - (0.27) - (0.15) - -------- -------- -------- -------- --------- Net income (loss) per common share ......... $ (0.16) $ (0.27) $ (0.09) $ - $ 0.03 ======== ======== ======== ======== ========= Weighted average shares out- standing (in thousands) ..................... 29,000 29,000 29,000 32,205 37,381 ======== ======== ======== ======== ========= OTHER DATA: Broadcast cash flow(e) ........................ $ 28,019 $ 37,498 $ 67,519 $111,124 $ 189,216 Broadcast cash flow margin(f) ............... 45.9% 53.9% 56.9% 59.1% 54.6% Adjusted EBITDA(g) ........................... $ 26,466 $ 35,406 $ 64,547 $105,750 $ 180,272 Adjusted EBITDA margin(f) ..................... 43.3% 50.9% 54.4% 56.3% 52.0% After tax cash flow(h) ........................ $ 9,398 $ 43 $ 21,310 $ 46,376 $ 74,441 After tax cash flow margin(f) ............... 15.4% - 18.0% 24.7% 21.5% Program contract payments ..................... $ 10,427 $ 8,723 $ 14,262 $ 19,938 $ 30,451 Capital expenditures ........................ 426 528 2,352 1,702 12,609 Corporate overhead expense .................. 1,553 2,092 2,972 5,374 8,944 SIX MONTHS ENDED JUNE 30, -------------------------- 1996 1997 ------------- ------------ (UNAUDITED) STATEMENT OF OPERATIONS DATA: Net broadcast revenues(b) ..................... $ 117,339 $219,701 Barter revenues .............................. 9,571 19,870 --------- -------- Total revenues .............................. 126,910 239,571 --------- -------- Operating expenses, excluding depreciation and amortization, deferred compensation and special bonuses paid to executive officers ... 52,826 114,697 Depreciation and amortization(c) ............ 45,993 76,650 Amortization of deferred compensation ......... 506 233 Special bonuses paid to executive officers ... - - --------- -------- Broadcast operating income .................. 28,085 47,991 --------- -------- Interest and amortization of debt discount expense .................................... 27,646 51,993 Interest and other income ..................... 3,172 1,087 Subsidiary trust minority interest expense(d) . - 7,007 --------- -------- Income (loss) before (provision) benefit for income taxes and extraordinary item ......... $ 3,611 $ (9,922) ========= ======== Net income (loss) available to common shareholders ................................. $ 1,511 $ (5,822) ========= ======== Earnings (loss) per common share: Net income (loss) before extraordinary item ....................................... $ 0.04 $ (0.17) Extraordinary item ........................... - - --------- -------- Net income (loss) per common share ......... $ 0.04 $ (0.17) ========= ======== Weighted average shares out- standing (in thousands) ..................... 34,750 34,746 ========= ======== OTHER DATA: Broadcast cash flow(e) ........................ $ 65,079 $105,600 Broadcast cash flow margin(f) ............... 55.5% 48.1% Adjusted EBITDA(g) ........................... $ 62,013 $ 98,615 Adjusted EBITDA margin(f) ..................... 52.8% 44.9% After tax cash flow(h) ........................ $ 30,441 $ 32,737 After tax cash flow margin(f) ............... 26.0% 15.0% Program contract payments ..................... $ 12,071 $ 26,259 Capital expenditures ........................ 2,114 8,286 Corporate overhead expense .................. 3,066 6,985
(Continued on following page) 9
AS OF DECEMBER 31, ------------------------------------------------------------------- 1992 1993 1994(A) 1995(A) 1996(A) ----------- ----------- ------------- ------------- --------------- Adjusted EBITDA to interest expense ...... 2.0 x 2.8 x 2.5 x 2.7 x 2.1 x Adjusted EBITDA to interest expense plus subsidiary trust minority interest expense 2.0 x 2.8 x 2.5 x 2.7 x 2.1 x Adjusted EBITDA less capital expenditures to interest expense plus subsidiary trust minority interest expense ................ 2.0 x 2.7 x 2.4 x 2.7 x 2.0 x Net debt to Adjusted EBITDA(i) ............ 4.1 x 5.8 x 5.3 x 2.9 x 7.1 x Net debt plus Company Obligated Mandato- rily Redeemable Security of Subsidiary Trust Holding Solely KDSM Senior Deben- tures (as defined) to Adjusted EBITDA .... 4.1 x 5.8 x 5.3 x 2.9 x 7.1 x Cash flows from operating activities(j) ... $ 5,235 $11,230 $ 20,781 $ 55,909 $ 68,970 Cash flows from investing activities(j) ... (1,051) 1,521 (249,781) (119,243) (1,011,897) Cash flows from financing activities(j) ... (3,741) 3,462 213,410 173,338 832,818 Ratio of: Earnings to fixed charges(k) ............ - 1.1 x - 1.3 x 1.1 x SIX MONTHS ENDED JUNE 30, --------------------------- 1996 1997 ------------- ------------- (UNAUDITED) Adjusted EBITDA to interest expense ...... 2.2 x 1.9 x Adjusted EBITDA to interest expense plus subsidiary trust minority interest expense 2.2 x 1.7 x Adjusted EBITDA less capital expenditures to interest expense plus subsidiary trust minority interest expense ................ 2.2 x 1.5 x Net debt to Adjusted EBITDA(i) ............ 10.4 x 5.4 x Net debt plus Company Obligated Mandato- rily Redeemable Security of Subsidiary Trust Holding Solely KDSM Senior Deben- tures (as defined) to Adjusted EBITDA .... 10.4 x 6.3 x Cash flows from operating activities(j) ... $ 26,447 $ 42,483 Cash flows from investing activities(j) ... (942,126) (112,429) Cash flows from financing activities(j) ... 807,425 70,345 Ratio of: Earnings to fixed charges(k) ............ 1.1 x -
AS OF DECEMBER 31, ------------------------------------------------------------ AS OF JUNE 30, 1992 1993 1994(A) 1995(A) 1996(A) 1997 ---------- ------------ ------------ ---------- ------------ --------------- (UNAUDITED) BALANCE SHEET DATA: Cash and cash equivalents .................. $ 1,823 $ 18,036 $ 2,446 $112,450 $ 2,341 $ 2,740 Total assets .............................. 140,366 242,917 399,328 605,272 1,707,297 1,762,505 Total debt(l) .............................. 110,659 224,646 346,270 418,171 1,288,147 1,175,783 Company Obligated Mandatorily Re- deemable Security of Subsidiary Trust Holding Solely KDSM Senior Deben- tures(m) .................................. - - - - - 200,000 Total stockholders' equity (deficit) ...... (3,127) (11,024) (13,723) 96,374 237,253 232,638
NOTES TO SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA (a) The Company made acquisitions in 1994, 1995 and 1996 as described in the footnotes to the Consolidated Financial Statements incorporated herein by reference. The statement of operations and other data presented for periods preceding the dates of acquisitions do not include amounts for these acquisitions and therefore are not comparable to subsequent periods. Additionally, the years in which the specific acquisitions occurred may not be comparable to subsequent periods depending on when during the year the acquisition occurred. (b) Net broadcast revenues are defined as broadcast revenues net of agency commissions. (c) Depreciation and amortization includes amortization of program contract costs and net realizable value adjustments, depreciation and amortization of property and equipment, and amortization of acquired intangible broadcasting assets and other assets including amortization of deferred financing costs and costs related to excess syndicated programming. (d) Subsidiary trust minority interest expense represent the distributions on $200 million aggregate Liquidation Value of Preferred Securities (as defined) at a distribution rate of 11.625%. (e) "Broadcast cash flow" is defined as broadcast operating income plus corporate overhead expense, special bonuses paid to executive officers, depreciation and amortization, (including film amortization and amortization of deferred compensation and excess syndicated programming) less cash payments for program contract rights. Cash program payments represent cash payments made for current program payables and do not necessarily correspond to program usage. Special bonuses paid to executive officers are considered non-recurring expenses. The Company has presented broadcast cash flow data, which the Company believes are comparable to the data provided by other companies in the industry, because such data are commonly used as a measure of performance for broadcast companies. However, broadcast cash flow does not purport to represent cash provided by operating activities as reflected in the Company's consolidated statements of cash flows, is not a measure of financial performance under generally accepted accounting principles and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles. (notes continued on following page) 10 (f) "Broadcast cash flow margin" is defined as broadcast cash flow divided by net broadcast revenues. "Adjusted EBITDA margin" is defined as Adjusted EBITDA divided by net broadcast revenues. "After tax cash flow margin" is defined as after tax cash flow divided by net broadcast revenues. (g) "Adjusted EBITDA" is defined as broadcast cash flow less corporate overhead expense and is a commonly used measure of performance for broadcast companies. Adjusted EBITDA does not purport to represent cash provided by operating activities as reflected in the Company's consolidated statements of cash flows, is not a measure of financial performance under generally accepted accounting principles and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles. (h) "After tax cash flow" is defined as net income (loss) before extraordinary items plus depreciation and amortization (excluding film amortization), amortization of deferred compensation, and the deferred tax provision (or minus the deferred tax benefit). After tax cash flow is presented here not as a measure of operating results and does not purport to represent cash provided by operating activities. After tax cash flow should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles. (i) Net debt is defined as total debt less cash and cash equivalents. (j) These items are financial statement disclosures in accordance with Generally Accepted Accounting Principles and are also presented in the Company's consolidated financial statements incorporated by reference herein. (k) Earnings were inadequate to cover fixed charges for the years ended December 31, 1992 and 1994, and for the six months ended June 30, 1997. Additional earnings of $5,840, $3,387, and $9,922 would have been required to cover fixed charges in 1992, 1994 and the six months ended June 30, 1997, respectively. (l) "Total debt" is defined as long-term debt, net of unamortized discount, and capital lease obligations, including current portion thereof. In 1992 total debt included warrants outstanding which were redeemable outside the control of the Company. The warrants were purchased by the Company for $10.4 million in 1993. Total debt as of December 31, 1993 included $100 million in principal amount of the 1993 Notes (as defined herein), the proceeds of which were held in escrow to provide a source of financing for acquisitions that were subsequently consummated in 1994 utilizing borrowings under the Bank Credit Agreement. $100 million of the 1993 Notes was redeemed from the escrow in the first quarter of 1994. Total debt does not include the Preferred Securities. (m) Company Obligated Mandatorily Redeemable Security of Subsidiary Trust Holding Solely KDSM Senior Debentures represents $200 million aggregate Liquidation Value of Preferred Securities which carry a mandatory redemption feature after twelve years. 11 RISK FACTORS In addition to the other information contained or incorporated by reference in this Prospectus, holders of Old Notes should review carefully the following risks concerning the New Notes, the Company and the broadcast industry before tendering Old Notes for exchange. SUBSTANTIAL LEVERAGE AND PREFERRED STOCK OUTSTANDING The Company has consolidated indebtedness that is substantial in relation to its total stockholders' equity. As of July 31, 1997, the Company had outstanding long-term indebtedness (including current installments) of approximately $1.2 billion (including the Old Notes). In addition, Sinclair Capital, a subsidiary trust of the Company (the "Trust"), had issued and outstanding $200 million aggregate liquidation amount of 115/8% High Yield Trust Offered Preferred Securities (the "Preferred Securities"), which are ultimately backed by $206.2 million liquidation amount of Series C Preferred Stock, par value $.01, of the Company (the "Series C Preferred Stock") each of which must be redeemed in 2009. The Company may borrow additional amounts under a bank credit facility governed by an Amended and Restated Credit Agreement dated as of May 20, 1997 with The Chase Manhattan Bank, as agent (as amended from time to time, the "Bank Credit Agreement"), of which $633.7 million was outstanding as of July 31, 1997, and expects to do so to finance the Heritage Acquisition. The Company also had outstanding 1,106,608 shares of the Company's Series B Convertible Preferred Stock, par value $.01 per share (the "Series B Convertible Preferred Stock") with an aggregate liquidation preference of $110.7 million as of July 31, 1997. The Company also has significant program contracts payable and commitments for future programming. Moreover, subject to the restrictions contained in its debt instruments and preferred stock, the Company may incur additional debt and issue additional preferred stock in the future. The Company and its subsidiaries have and will continue to have significant payment obligations relating to the Bank Credit Agreement, its 10% Senior Subordinated Notes due 2003 (the "1993 Notes"), the 10% Senior Subordinated Notes due 2005 (the "1995 Notes"), the New Notes (the 1993 Notes, the 1995 Notes and the New Notes, the "Existing Notes"), and the Preferred Securities, and a significant amount of the Company's cash flow will be required to service these obligations. In addition, the Company may be required to pay dividends on the Series B Convertible Preferred Stock in certain circumstances. The Company, on a consolidated basis, reported interest expense of $84.3 million for the year ended December 31, 1996. After giving pro forma effect to acquisitions completed by the Company in 1996, the issuance of the Preferred Securities and the issuance of the New Notes as though each occurred on January 1, 1996, and the use of the net proceeds therefrom, the interest expense and Subsidiary Trust Minority Interest Expense would have been $145.9 million. The weighted average interest rates on the Company's indebtedness under the Bank Credit Agreement during the year ended December 31, 1996 was 8.08%. The $400 million revolving credit facility available to the Company under the Bank Credit Agreement will be subject to reductions beginning March 31, 2000, and will mature on the last business day of December 2004. Payment of portions of the $600 million term loan under the Bank Credit Agreement begins on September 30, 1997 and the term loan must be fully repaid by December 31, 2004. The 1993 Notes mature in 2003, the 1995 Notes mature in 2005 and the New Notes mature in 2007. The Series C Preferred Stock must be redeemed in 2009. Required repayment of indebtedness of the Company totaling approximately $1.2 billion will occur at various dates through May 31, 2007. The Company's current and future debt service obligations and obligations to make distributions on and to redeem preferred stock could have adverse consequences to holders of the New Notes, including the following: (i) the Company's ability to obtain financing for future working capital needs or additional acquisitions or other purposes may be limited; (ii) a substantial portion of the Company's cash flow from operations will be dedicated to the payment of principal and interest on its indebtedness and payments related to the Preferred Securities, thereby reducing funds available for operations; (iii) the Company may be vulnerable to changes in interest rates under its credit facilities; and (iv) the Company may be more vulnerable to adverse economic conditions than less leveraged competitors and, thus, may be limited in its ability to withstand competitive pressures. If the Company is unable to service or refinance its indebtedness or preferred stock, it may be required to sell one or more of its stations to reduce debt service obligations. 12 The Company expects to be able to satisfy its future debt service and dividend and other payment obligations and other commitments with cash flow from operations. However, there can be no assurance that the future cash flow of the Company will be sufficient to meet such obligations and commitments. If the Company is unable to generate sufficient cash flow from operations in the future to service its indebtedness and to meet its other commitments, it may be required to refinance all or a portion of its existing indebtedness or to obtain additional financing. There can be no assurance that any such refinancing or additional financing could be obtained on acceptable terms. If the Company is unable to service or refinance its indebtedness, it may be required to sell one or more of its stations to reduce debt service obligations. RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS The indentures relating to the Existing Notes (the "Existing Indentures") and the Articles Supplementary to the Series C Preferred Stock restrict, among other things, the Company's and its Subsidiaries' (as defined in the Existing Indentures) ability to (i) incur additional indebtedness, (ii) pay dividends, make certain other restricted payments or consummate certain asset sales, (iii) enter into certain transactions with affiliates, (iv) incur indebtedness that is subordinate in priority and in right of payment to any Senior Indebtedness and senior in right of payment to the Existing Notes, (v) merge or consolidate with any other person, or (vi) sell, assign, transfer, lease, convey, or otherwise dispose of all or substantially all of the assets of the Company. In addition, the Bank Credit Agreement contains certain other and more restrictive covenants, including restrictions on redemption of capital stock, a limitation on the aggregate size of future acquisitions undertaken without lender consent, a requirement that certain conditions be satisfied prior to consummation of future acquisitions, and a limitation on the amount of capital expenditures permitted by the Company in future years without lender consent. The Bank Credit Agreement also requires the Company to maintain specific financial ratios and to satisfy certain financial condition tests. The Company's ability to meet these financial ratios and financial condition tests can be affected by events beyond its control, and there can be no assurance that the Company will meet those tests. The breach of any of these covenants could result in a default under the Bank Credit Agreement and/or the Existing Indentures. In the event of a default under the Bank Credit Agreement or the Existing Indentures, the lenders and the noteholders could seek to declare all amounts outstanding under the Bank Credit Agreement and the Existing Notes, together with accrued and unpaid interest, to be immediately due and payable. If the Company were unable to repay those amounts, the lenders under the Bank Credit Agreement could proceed against the collateral granted to them to secure that indebtedness. If the indebtedness under the Bank Credit Agreement or the Existing Notes were to be accelerated, there can be no assurance that the assets of the Company would be sufficient to repay in full that indebtedness and the other indebtedness of the Company, much of which ranks senior in right of payment to the New Notes. Substantially all of the assets of the Company and its Subsidiaries (other than the assets of KDSM, Inc. which ultimately back up the Preferred Securities) are pledged as security under the Bank Credit Agreement. The Subsidiaries (with the exception of Cresap Enterprises, Inc., KDSM, Inc. (as defined), KDSM Licensee, Inc. and the Trust) also guarantee the indebtedness under the Bank Credit Agreement and the Existing Indentures. In addition to a pledge of substantially all of the assets of the Company and its Subsidiaries, the Company's obligations under the Bank Credit Agreement are secured by mortgages on certain real property assets of certain non-Company entities (the "Stockholder Affiliates") owned and controlled by the Company's current majority stockholders (David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith, collectively, the "Controlling Stockholders"), including Cunningham Communications, Inc. ("CCI"), Gerstell Development Corporation ("Gerstell"), Gerstell Development Limited Partnership ("Gerstell LP") and Keyser Investment Group, Inc. ("KIG"). If the Company were to seek to replace the Bank Credit Agreement, there can be no assurance that the assets of these Stockholder Affiliates would be available to provide additional security under a new credit agreement, or that a new credit agreement could be arranged on terms as favorable as the terms of the Bank Credit Agreement without a pledge of such Stockholder Affiliates' assets. 13 SUBORDINATION OF THE NEW NOTES AND THE NEW GUARANTEES; ASSET ENCUMBRANCES The payment of principal of, premium, if any, and interest on the New Notes will be subordinated to the prior payment in full of existing and future Senior Indebtedness of the Company, which includes all indebtedness under the Bank Credit Agreement including obligations under interest rate agreements related thereto (the "Bank Interest Rate Agreements") and certain other indebtedness (the "Founders' Notes"). Therefore, in the event of the liquidation, dissolution, reorganization, or any similar proceeding regarding the Company, the assets of the Company will be available to pay obligations on the New Notes only after Senior Indebtedness has been paid in full in cash or cash equivalents or in any other form acceptable to the holders of Senior Indebtedness, and there may not be sufficient assets to pay amounts due on all or any of the New Notes. In addition, the Company may not pay principal of, premium, if any, interest on or any other amounts owing in respect of the New Notes, make any deposit pursuant to defeasance provisions or purchase, redeem or otherwise retire the New Notes, if any Designated Senior Indebtedness (as defined in the Indenture) is not paid when due or any other default on Designated Senior Indebtedness occurs and the maturity of such indebtedness is accelerated in accordance with its terms unless, in either case, such default has been cured or waived, any such acceleration has been rescinded or such indebtedness has been repaid in full. Moreover, under certain circumstances, if any non-payment default exists with respect to Designated Senior Indebtedness, the Company may not make any payments on the New Notes for a specified time, unless such default is cured or waived, any acceleration of such indebtedness has been rescinded or such indebtedness has been repaid in full. See "Description of the New Notes - Subordination." As of June 30, 1997 and after giving pro forma effect to the sale of the Notes and the use of the net proceeds therefrom, the aggregate amount of Senior Indebtedness that ranked senior in right of payment to the Notes would have been $613.2 million, and the aggregate amount of indebtedness that was pari passu in right of payment to the New Notes would have been $400 million. The Company's and the Subsidiaries' ability to incur additional indebtedness is restricted under the Subordinated Note Indentures. Any indebtedness which can be incurred may constitute additional Senior Indebtedness or Guarantor Senior Indebtedness and may be secured. See "Description of the New Notes - Certain Covenants - Limitation on Indebtedness." The New Guarantees by the Guarantors will be subordinated in right of payment to the guarantees by the Guarantors of the Company's obligations under the Bank Credit Agreement including but not limited to the obligations under any Bank Interest Rate Agreement related thereto and the Founders' Notes and will be subordinated in the future to all future guarantees by the Guarantors of Senior Indebtedness of the Company and any other Guarantor Senior Indebtedness. As of June 30, 1997 and after giving pro forma effect to the sale of the Notes and the use of the net proceeds therefrom, the aggregate amount of Guarantor Senior Indebtedness that ranked senior in right of payment to the Guarantees would have been $613.3 million (including $610.2 million of outstanding indebtedness representing guarantees of Senior Indebtedness). The New Notes will not be secured by any of the Company's assets. The obligations of the Company under the Bank Credit Agreement including but not limited to any Bank Interest Rate Agreement, however, are secured, to the extent permitted by law, by a first priority security interest in substantially all of the Company's assets, including the assets of the Guarantors. Moreover, the Company's obligations under the Founders' Notes are secured on a second priority basis by substantially all of the Company's assets, including the assets of the Guarantors. If the Company becomes insolvent or is liquidated, or if payment under the Bank Credit Agreement, any Bank Interest Rate Agreement or the Founders' Notes is accelerated, the lenders under the Bank Credit Agreement, any Bank Interest Rate Agreement or the holders of the Founders' Notes would be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to instruments governing such indebtedness. Accordingly, such lenders will have a prior claim on the Company's assets. In any such event, because the New Notes will not be secured by any of the Company's assets, it is possible that there would be no assets remaining from which claims of the holders of the New Notes could be satisfied or, if any such assets remained, such assets might be insufficient to satisfy such claims fully. See "Description of the New Notes" and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources," and Notes to the Consolidated Financial Statements in the filings incorporated by reference herein. In addition, KDSM, Inc.'s (as defined) 115/8% Senior Debentures due 2009 (the 14 "KDSM Senior Debentures"), $206.2 million principal amount of which is outstanding, are secured by a first priority security interest in the Series C Preferred Stock. DEPENDENCE UPON OPERATIONS OF SUBSIDIARIES; POSSIBLE INVALIDITY OF NEW GUARANTEES The New Notes are the obligations of the Company. As of June 30, 1997, approximately 2.1% of the consolidated tangible assets of the Company were held by the Guarantors. For the year ended December 31, 1996, 98.3% of the Company's pro forma broadcast cash flow and 85.3% of the Company's income before provision or benefit for income taxes were derived from operations of the Guarantors. Therefore, the Company's ability to make interest and principal payments when due to holders of the New Notes is dependent, in part, upon the receipt of sufficient funds from its Subsidiaries. The Company's obligations under the New Notes will be guaranteed, jointly and severally, on a senior subordinated basis by each of the Guarantors, which consist of all of the Company's existing Subsidiaries other than Cresap Enterprises, Inc., KDSM, Inc. (together with its subsidiaries, "KDSM, Inc.") and KDSM Licensee, Inc. To the extent that a court were to find that: (i) a New Guarantee was incurred by a Guarantor with intent to hinder, delay or defraud any present or future creditor or the Guarantor contemplated insolvency with a design to prefer one or more creditors to the exclusion in whole or in part of others; or (ii) such Guarantor did not receive fair consideration or reasonably equivalent value for issuing its New Guarantee and such Guarantor (a) was insolvent; (b) was rendered insolvent by reason of the issuance of such New Guarantee; (c) was engaged or about to engage in a business or transaction for which the remaining assets of such Guarantor constituted unreasonably small capital to carry on its business; or (d) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured, the court could avoid or subordinate such New Guarantee in favor of the Guarantor's other creditors. Among other things, a legal challenge of a New Guarantee on fraudulent conveyance grounds may focus on the benefits, if any, realized by the Guarantor as a result of the issuance by the Company of the New Notes. To the extent any New Guarantee were to be avoided as a fraudulent conveyance or held unenforceable for any other reason, holders of the New Notes would cease to have any claim in respect of such Guarantor and would be creditors solely of the Company and any Guarantor whose New Guarantee was not avoided or held unenforceable. In such event, the claims of the holders of the New Notes against the issuer of an invalid New Guarantee would be subject to the prior payment of all liabilities of such Guarantor. There can be no assurance that, after providing for all prior claims, there would be sufficient assets to satisfy the claims of the holders of the New Notes relating to any voided New Guarantee. Based upon financial and other information currently available to it, the Company believes that the New Notes and the New Guarantees are being incurred for proper purposes and in good faith and that the Company and each Guarantor are solvent and will continue to be solvent after issuing the New Notes or its New Guarantee, as the case may be, will have sufficient capital for carrying on its business after such issuance and will be able to pay its debts as they mature. See "Description of the New Notes" herein and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" in the filings incorporated by reference herein. POTENTIAL RELEASE OF NEW GUARANTEES Any New Guarantee of a Guarantor may be released at any time upon any sale, exchange or transfer by the Company of the stock of such Guarantor or substantially all the assets of such Guarantor to a non-affiliate. Under the Indenture, the net cash proceeds of any Asset Sale (as defined) are required to be applied to the repayment of any Senior Indebtedness or to the purchase of properties and assets for use in the Company's businesses existing on the date of the Indenture or reasonably related thereto. If such proceeds are not so utilized within 12 months of the Asset Sale and all such proceeds not so utilized exceed $5.0 million, the Company is required to offer to apply such proceeds to the repayment of the New Notes and any indebtedness pari passu in right of payment to the New Notes. The New Guarantee of any of the Subsidiaries may also be released at such time as such subsidiary no longer guarantees any other debt of the Company. See "Description of the New Notes - Certain Covenants - - Limitation on Sale of Assets" and "- Certain Definitions - Asset Sale." 15 CONFLICTS OF INTEREST In addition to their respective interests in the Company, the Controlling Stockholders have interests in various non-Company entities which are involved in businesses related to the business of the Company, including, among others, the operation of a television station in St. Petersburg, Florida since 1991 and a television station in Bloomington, Indiana since 1990. In addition, the Company leases certain real property and tower space from and engages in other transactions with the Stockholder Affiliates, which are controlled by the Controlling Stockholders. Although the Controlling Stockholders have agreed to divest interests in the Bloomington station that are attributable to them under applicable Federal Communications Commission ("FCC") regulations, the Controlling Stockholders and the Stockholder Affiliates may continue to engage in the operation of the St. Petersburg, Florida station and other already existing businesses. However, under Maryland law, generally a corporate insider is precluded from acting on a business opportunity in his or her individual capacity if that opportunity is one which the corporation is financially able to undertake, is in the line of the corporation's business and of practical advantage to the corporation, and is one in which the corporation has an interest or reasonable expectancy. Accordingly, the Controlling Stockholders generally are required to engage in new business opportunities of the Company only through the Company unless a majority of the Company's disinterested directors decide under the standards discussed above, that it is not in the best interests of the Company to pursue such opportunities. Non-Company activities of the Controlling Stockholders such as those described above could, however, present conflicts of interest with the Company in the allocation of management time and resources of the Controlling Stockholders, a substantial majority of which is currently devoted to the business of the Company. In addition, there have been and will be transactions between the Company and Glencairn Ltd. (with its subsidiaries, "Glencairn"), a corporation in which relatives of the Controlling Stockholders beneficially own a majority of the equity interests. Glencairn is the owner-operator and licensee of WRDC in Raleigh/Durham, WVTV in Milwaukee, WNUV in Baltimore, WABM in Birmingham, KRRT in San Antonio, and WFBC in Greenville/Spartanburg, South Carolina. The Company currently provides programming services to each of these stations pursuant to an LMA. The Company has also agreed to sell the License Assets relating to WTTE in Columbus, Ohio to Glencairn and to enter into an LMA with Glencairn pursuant to which the Company will provide programming services for this station after the acquisition of the License Assets by Glencairn. See "Business of Sinclair Broadcasting Acquisitions Strategy" in the Company's Form 8-K dated August 29, 1997, which is incorporated by reference herein. The FCC has approved this transaction. However, the Company does not expect this transfer to occur unless the Company acquires the assets of WSYX in Columbus, Ohio. Two persons who are expected to become directors of the Company, Barry Baker (who is also expected to become an executive officer of the Company) and Roy F. Coppedge, III, have direct and indirect interests in River City Broadcasting, L.P. ("River City"), from which the Company purchased certain assets in 1996 (the "River City Acquisition"). In addition, in connection with the River City Acquisition, the Company has entered into various ongoing agreements with River City, including options to acquire assets that were not acquired at the time of the initial closing of the River City Acquisition, and LMAs relating to stations for which River City continues to own License Assets. See "Business - Broadcasting Acquisition Strategy" in the Company's Form 8-K dated August 29, 1997, which is incorporated by reference herein. Messrs. Baker and Coppedge were not officers or directors of the Company at the time these agreements were entered into, but, upon their expected election to the board of directors of the Company (the "Board of Directors") and upon Mr. Baker's expected appointment as an executive officer of the Company, they may have conflicts of interest with respect to issues that arise under any continuing agreements and any other agreements with River City. The Bank Credit Agreement, the Existing Indentures and the Article Supplementary relating to the Preferred Securities provide that transactions between the Company and its affiliates must be no less favorable to the Company than would be available in comparable transactions in arm's-length dealings with an unrelated third party. Moreover, the Existing Indentures provide that any such transactions involving aggregate payments in excess of $1.0 million must be approved by a majority of the members of the Board of Directors of the Company and the Company's independent directors (or, in the event 16 there is only one independent director, by such director), and, in the case of any such transactions involving aggregate payments in excess of $5.0 million, the Company is required to obtain an opinion as to the fairness of the transaction to the Company from a financial point of view issued by an investment banking or appraisal firm of national standing. "License Assets" means the television and radio station assets essential for broadcasting a television or radio signal in compliance with regulatory guidelines, generally consisting of the FCC license, transmitter, transmission lines, technical equipment, call letters and trademarks, and certain furniture, fixtures and equipment. "Non-License Asset" means the assets relating to operation of a television or radio station other than License Assets. VOTING RIGHTS; CONTROL BY CONTROLLING STOCKHOLDERS; POTENTIAL ANTI-TAKEOVER EFFECT OF DISPROPORTIONATE VOTING RIGHTS The Company's Common Stock has been divided into two classes, each with different voting rights. The Class A Common Stock entitles a holder to one vote per share on all matters submitted to a vote of the stockholders, whereas the Company's Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), 100% of which is beneficially owned by the Controlling Stockholders, entitles a holder to ten votes per share, except for "going private" and certain other transactions for which the holder is entitled to one vote per share. The Class A Common Stock, the Class B Common Stock and the Series B Convertible Preferred Stock vote together as a single class (except as otherwise may be required by Maryland law) on all matters submitted to a vote of stockholders, with each share of Series B Convertible Preferred Stock entitled to 3.64 votes on all such matters. Holders of Class B Common Stock may at any time convert their shares into the same number of shares of Class A Common Stock and holders of Series B Convertible Preferred Stock may at any time convert each share of Series B Convertible Preferred Stock into 3.64 Shares of Class A Common Stock. The Controlling Stockholders own in the aggregate over 60% of the outstanding voting capital stock (including the Series B Convertible Preferred Stock) of the Company and control over 90% of all voting rights associated with the Company's capital stock. As a result, any three of the Controlling Stockholders will be able to elect a majority of the members of the Board of Directors and, thus, will have the ability to maintain control over the operations and business of the Company. The Controlling Stockholders have entered into a stockholders' agreement (the "Stockholders' Agreement") pursuant to which they have agreed, for a period ending in 2005, to vote for each other as candidates for election to the Board of Directors. In addition, in connection with the River City Acquisition, the Controlling Stockholders and Barry Baker and Boston Ventures IV Limited Partnership and Boston Ventures IVA Limited Partnership (collectively, "Boston Ventures") have entered into a voting agreement (the "Voting Agreement") pursuant to which the Controlling Stockholders have agreed to vote in favor of certain specified matters including, but not limited to, the appointment of Mr. Baker and Mr. Coppedge (or another designee of Boston Ventures) to the Company's Board of Directors at such time as they are allowed to become directors pursuant to FCC rules. Mr. Baker and Boston Ventures, in turn, have agreed to vote in favor of the reappointment of each of the Controlling Stockholders to the Board of Directors. The Voting Agreement will remain in effect with respect to Mr. Baker for as long as he is a director of the Company and will remain in effect with respect to Mr. Coppedge (or another designee of Boston Ventures) until the first to occur of (a) the later of (i) May 31, 2001 and (ii) the expiration of the initial five-year term of Mr. Baker's employment agreement and (b) such time as Boston Ventures no longer owns directly or indirectly through its interest in River City at least 721,115 shares of Class A Common Stock (including shares that may be obtained on conversion of Series B Convertible Preferred Stock). See "Management Employment Agreements" in Sinclair's Annual Report on Form 10-K (as amended) for the year ended December 31, 1996 (the "1996 10-K") incorporated herein by reference. The disproportionate voting rights of the Class B Common Stock relative to the Class A Common Stock and the Stockholders' Agreement and Voting Agreement may make the Company a less attractive target for a takeover than it otherwise might be or render more difficult or discourage a merger proposal, tender offer or other transaction involving an actual or potential Change of Control of the 17 Company. In addition, the Company has the right to issue additional shares of preferred stock the terms of which could make it more difficult for a third party to acquire a majority of the outstanding voting stock of the Company and accordingly may be used as an anti-takeover device. DEPENDENCE UPON KEY PERSONNEL; EMPLOYMENT AGREEMENTS WITH KEY PERSONNEL The Company believes that its success will continue to be dependent upon its ability to attract and retain skilled managers and other personnel, including its present officers, regional directors and general managers. The loss of the services of any of the present officers, especially its President and Chief Executive Officer, David D. Smith, or Barry Baker, who is currently a consultant to the Company and is expected to become President and Chief Executive Officer of Sinclair Communications, Inc. (a wholly owned subsidiary of the Company that holds all of the broadcast operations of the Company, "SCI") and Executive Vice President and a director of the Company as soon as permissible under FCC rules, may have a material adverse effect on the operations of the Company. Each of the Controlling Stockholders has entered into an employment agreement with the Company, each of which terminates June 12, 1998, unless renewed for an additional one year period according to its terms, and Barry Baker has entered into an employment agreement that terminates in 2001. See "Management - Employment Agreements" in the 1996 10-K. The Company has key-man life insurance for Mr. Baker, but does not currently maintain key personnel life insurance on any of its executive officers. Mr. Baker is Chief Executive Officer of River City and devotes a substantial amount of his business time and energies to those services. Mr. Baker cannot be appointed as an executive officer or director of the Company until such time as (i) either the Controlling Stockholders dispose of their attributable interests (as defined by applicable FCC rules) in a television station in the Indianapolis DMA or Mr. Baker no longer has an attributable interest in WTTV or WTTK in Indianapolis; and (ii) either the Company disposes of its attributable interest in WTTE in Columbus or Mr. Baker no longer has an attributable interest in WSYX in Columbus. There can be no assurance as to when or whether these events will occur. The failure of Mr. Baker to become a director and officer of the Company on or before August 31, 1997, would allow Mr. Baker to terminate his employment agreement. The Company will not be able to take the required actions prior to August 31, 1997 and accordingly Mr. Baker will be able to terminate his employment agreement any time thereafter. The Company has no reason to believe Mr. Baker will terminate his employment agreement in such event. If Mr. Baker's employment agreement is terminated under certain specified circumstances, Mr. Baker will have the right to purchase from the Company at fair market value either (i) the Company's broadcast operations in either the St. Louis market or the Asheville/Greenville/Spartanburg market or (ii) all of the Company's radio operations, which may also have a material adverse effect on the operations of the Company. RECENT RAPID GROWTH; ABILITY TO MANAGE GROWTH; FUTURE ACCESS TO CAPITAL Since the beginning of 1992, the Company has experienced rapid and substantial growth primarily through acquisitions and the development of LMA arrangements. In 1996 and 1997, the Company completed the River City Acquisition and other acquisitions, which increased the number of television stations owned or provided programming services by the Company from 13 to 29 and increased the number of radio stations owned or provided programming or sales services from none to 27 radio stations. In addition, the Company has entered into an agreement to provide programming service to two television stations in connection with the Heritage Acquisition. There can be no assurance that the Company will be able to continue to locate and complete acquisitions on the scale of the River City Acquisition, the Heritage Acquisition or in general. In addition, acquisitions in the television and radio industry have come under increased scrutiny from the Department of Justice and the Federal Trade Commission. See "Business of Sinclair - Federal Regulation of Television and Radio Broadcasting" in the Company's Form 8-K dated August 29, 1997, which is incorporated by reference herein. Accordingly, there is no assurance that the Company will be able to maintain its rate of growth or that the Company will continue to be able to integrate and successfully manage such expanded operations, including those to be acquired in the Heritage Acquisition. Inherent in any acquisitions are certain risks such as increasing leverage and debt service requirements and combining company cultures and facilities which could have a material adverse effect on the Company's operating results, particularly during the 18 period immediately following such acquisitions. Additional debt or capital may be required in order to complete future acquisitions, and there can be no assurance the Company will be able to obtain such financing or raise the required capital. DEPENDENCE ON ADVERTISING REVENUES; EFFECT OF LOCAL, REGIONAL AND NATIONAL ECONOMIC CONDITIONS The Company's operating results are primarily dependent on advertising revenues which, in turn, depend on national and local economic conditions, the relative popularity of the Company's programming, the demographic characteristics of the Company's markets, the activities of competitors and other factors which are outside the Company's control. Both the television and radio industries are cyclical in nature, and the Company's revenues could be adversely affected by a future local, regional or national recessionary environment. RELIANCE ON TELEVISION PROGRAMMING One of the Company's most significant operating cost components is television programming. There can be no assurance that the Company will not be exposed in the future to increased programming costs which may materially adversely affect the Company's operating results. Acquisitions of program rights are usually made two or three years in advance and may require multi-year commitments, making it difficult to accurately predict how a program will perform. In some instances, programs must be replaced before their costs have been fully amortized, resulting in write-offs that increase station operating costs. CERTAIN NETWORK AFFILIATION AGREEMENTS All but one of the television stations owned or provided programming services by the Company are affiliated with a network. Under the affiliation agreements, the networks possess, under certain circumstances, the right to terminate the agreement on prior written notice generally ranging between 15 and 45 days, depending on the agreement. Ten of the stations currently owned or programmed by the Company are affiliated with Fox and 39.0% of the Company's revenue in 1996 on a pro forma basis without giving effect to the Heritage Acquisition was from Fox affiliated stations. WVTV, a station to which the Company provides programming services in Milwaukee, Wisconsin pursuant to an LMA, WTTO, a station owned by the Company in Birmingham, Alabama, and WDBB, a station to which the Company provides programming services in Tuscaloosa, Alabama pursuant to an LMA, each of which was previously affiliated with Fox, had their affiliation agreements with Fox terminated by Fox in December 1994, September 1996 and September 1996, respectively. WVTV and WTTO are now WB affiliates. In addition, the Company has been notified by Fox of Fox's intention to terminate WLFL's affiliation with Fox in the Raleigh-Durham market and WTVZ's affiliation with Fox in the Norfolk market, effective August 31, 1998, and the Company has entered into an agreement with WB for those stations to become affiliated with WB at that time. On August 20, 1996, the Company entered into an agreement with Fox limiting Fox's rights to terminate the Company's affiliation agreements with Fox in other markets, but there can be no assurance that the Fox affiliation agreements will remain in place or that Fox will continue to provide programming to affiliates on the same basis that currently exists. See "Business of Sinclair - Television Broadcasting" in Sinclair's Form 8-K dated August 29, 1997, which is incorporated by reference herein. The Company's UPN affiliation agreements expire in January 1998. The non-renewal or termination of affiliations with Fox or any other network could have a material adverse effect on the Company's operations. Each of the affiliation agreements relating to television stations involved in the River City Acquisition (other than River City's ABC and Fox affiliates) became terminable by the network upon transfer of the License Assets of the stations. These stations are continuing to operate as network affiliates, but there can be no assurance that the affiliation agreements will be continued, or that they will be continued on terms favorable to the Company. If any affiliation agreements are terminated, the affected station could lose market share, may have difficulty obtaining alternative programming at an acceptable cost, and may otherwise be adversely affected. 19 Twelve stations owned or programmed by the Company are affiliated with UPN, a network that began broadcasting in January 1995. Two stations owned or programmed by the Company are operated as affiliates with WB, a network that began broadcasting in January 1995, and, pursuant to an agreement between the Company and WB, certain of the Company's stations affiliated with UPN will become affiliated with WB when their current affiliations expire in January 1998. There can be no assurance as to the future success of UPN or WB programming or as to the continued operation of the UPN or WB networks. In connection with the change of affiliation of certain of the Company's stations from UPN to WB, UPN has filed an action in Los Angeles Superior Court against the Company, seeking declaratory relief and specific performance or, in the alternative, unspecified damages and alleging that neither the Company nor its affiliates provided proper notice of their intention not to extend the current UPN affiliations beyond January 15, 1998. Certain subsidiaries of the Company have filed an action in the Circuit Court for Baltimore City seeking declaratory relief that their notice was effective to terminate the affiliations on January 15, 1998. There can be no assurance that the Company and its subsidiaries will prevail in these proceedings or that the outcome of these proceedings, if adverse to the Company and its subsidiaries, will not have a material adverse effect on the Company. COMPETITION The television and radio industries are highly competitive. Some of the stations and other businesses with which the Company's stations compete are subsidiaries of large, national or regional companies that may have greater resources than the Company. Technological innovation and the resulting proliferation of programming alternatives, such as cable television, wireless cable, in home satellite-to-home distribution services, pay-per-view and home video and entertainment systems have fractionalized television viewing audiences and have subjected free over-the-air television broadcast stations to new types of competition. The radio broadcasting industry is also subject to competition from new media technologies that are being developed or introduced, such as the delivery of audio programming by cable television systems and by digital audio broadcasting ("DAB"). In April 1997, the FCC awarded two licenses for DAB. DAB may provide a medium for the delivery by satellite or terrestrial means of multiple new audio programming formats to local and national audiences. The Company's stations face strong competition for market share and advertising revenues in their respective markets from other local free over-the-air radio and television broadcast stations, cable television and over-the-air wireless cable television as well as newspapers, periodicals and other entertainment media. Some competitors are part of larger companies with greater resources than the Company. In addition, the FCC has adopted rules which permit telephone companies to provide video services to homes on a common-carrier basis without owning or controlling the product being distributed, and proposed legislation could relax or repeal the telephone-cable cross-ownership prohibition for all systems. See "Business of Sinclair Competition" in Sinclair's Form 8-K dated August 29, 1997, which is incorporated by reference herein. In February 1996, the Telecommunications Act of 1996 (the "1996 Act") was adopted by the Congress of the United States and signed into law by President Clinton. The 1996 Act contains a number of sweeping reforms that are having an impact on broadcasters, including the Company. While creating substantial opportunities for the Company, the increased regulatory flexibility imposed by the 1996 Act and the removal of previous station ownership limitations have sharply increased the competition for and prices of stations. The 1996 Act also frees telephone companies, cable companies and others from some of the restrictions which have previously precluded them from involvement in the provision of video services. The 1996 Act may also have other effects on the competition the Company faces, either in individual markets or in making acquisitions. IMPACT OF NEW TECHNOLOGIES The FCC has taken a number of steps to implement digital television ("DTV") broadcasting service in the United States. In December 1996, the FCC adopted a DTV broadcast standard and, in April 1997, made decisions in several pending rulemaking proceedings that establish service rules and a plan for implementing DTV. The FCC adopted a DTV Table of Allotments that provides all authorized televi- 20 sion stations with a second channel on which to broadcast a DTV signal. The FCC has attempted to provide DTV coverage areas that are comparable to stations' existing service areas. The FCC has ruled that television broadcast licensees may use their digital channels for a wide variety of services such as high-definition television, multiple standard definition television programming, audio, data, and other types of communications, subject to the requirement that each broadcaster provide at least one free video channel equal in quality to the current technical standard. Initially, DTV channels will be located in the range of channels from channel 2 through channel 51. The FCC is requiring that affiliates of ABC, CBS, Fox and NBC in the top 10 television markets begin digital broadcasting by May 1, 1999 (the stations affiliated with these networks in the top 10 markets have voluntarily committed to begin digital broadcasting within 18 months), and that affiliates of these networks in markets 11 through 30 begin digital broadcasting by November 1999. The FCC's plan calls for the DTV transition period to end in the year 2006, at which time the FCC expects that (i) DTV channels will be clustered either in the range of channels 2 through 46 or channels 7 through 51; and (ii) television broadcasters will have ceased broadcasting on their non-digital channels, allowing that spectrum to be recovered by the government for other uses. Under the Balanced Budget Act recently signed into law by President Clinton, however, the FCC is authorized to extend the December 31, 2006 deadline for reclamation of a television station's non-digital channel if, in any given case: (a) one or more television stations affiliated with one of the four major networks in a market are not broadcasting digitally and the FCC determines that the station(s) has (have) "exercised due diligence" in attempting to convert to digital broadcasting; (b) less than 85% of the television households in the station's market subscribe to a multichannel video service (cable, wireless cable or direct-to-home broadcast satellite television) that carries at least one digital channel from each of the local stations in that market; or (c) less than 85% of the television households in the station's market can receive digital signals off the air using either a set-top converted box for an analog television set or a new digital television set. The Balanced Budget Act also directs the FCC to auction the non-digital channels by September 30, 2002 even though they are not to be reclaimed by the government until at least December 31, 2006. The FCC has stated that it will open a separate proceeding to consider the recovery of television channels 60 through 69 and how those frequencies will be used after they are eventually recovered from television broadcasters. Additionally, the FCC will open a separate proceeding to consider to what extent the cable must-carry requirements will apply to DTV signals. Implementation of digital television will improve the technical quality of television signals received by viewers. Under certain circumstances, however, conversion to digital operation may reduce a station's geographic coverage area or result in some increased interference. The FCC's DTV allotment plan may also result in UHF stations having considerably less signal power within their service areas than present VHF stations that move to DTV channels. The Company has filed with the FCC a petition for reconsideration of the FCC's DTV allotment plan because of its concerns with respect to the relative DTV signal powers of VHF/UHF and UHF/UHF stations. Implementation of digital television will also impose substantial additional costs on television stations because of the need to replace equipment and because some stations will need to operate at higher utility costs. The FCC is also considering imposing new public interest requirements on television licensees in exchange for their receipt of DTV channels. The Company cannot predict what future actions the FCC might take with respect to DTV, nor can it predict the effect of the FCC's present DTV implementation plan or such future actions on the Company's business. Further advances in technology may also increase competition for household audiences and advertisers. The video compression techniques now under development for use with current cable television channels or direct broadcast satellites which do not carry local television signals (some of which commenced operation in 1994) are expected to reduce the bandwidth which is required for television signal transmission. These compression techniques, as well as other technological developments, are applicable to all video delivery systems, including over-the-air broadcasting, and have the potential to provide vastly expanded programming to highly targeted audiences. Reduction in the cost of creating additional channel capacity could lower entry barriers for new channels and encourage the development of increasingly specialized "niche" programming. This ability to reach a very defined audience may alter the competitive dynamics for advertising expenditures. The Company is unable to predict the effect that technological changes will have on the broadcast television industry or the future results of the Compa- 21 ny's operations. See "Business of Sinclair - Competition" in Sinclair's Form 8-K dated August 29, 1997, which is incorporated by reference herein. GOVERNMENTAL REGULATIONS; NECESSITY OF MAINTAINING FCC LICENSES The broadcasting industry is subject to regulation by the FCC pursuant to the Communications Act. Approval by the FCC is required for the issuance, renewal and assignment of station operating licenses and the transfer of control of station licensees. In particular, the Company's business will be dependent upon its continuing to hold broadcast licenses from the FCC. While in the vast majority of cases such licenses are renewed by the FCC, there can be no assurance that the Company's licenses or the licenses owned by the owner-operators of the stations with which the Company has LMAs will be renewed at their expiration dates. A number of federal rules governing broadcasting have changed significantly in recent years and additional changes may occur, particularly with respect to the rules governing digital television, multiple ownership and attribution. The Company cannot predict the effect that these regulatory changes may ultimately have on the Company's operations. Additional information regarding governmental regulation is set forth under "Business of Sinclair - Federal Regulation of Television and Radio Broadcasting" in Sinclair's Form 8-K dated August 29, 1997, which is incorporated by reference herein. Multiple Ownership Rules and Effect on LMAs On a national level, FCC rules and regulations generally prevent an entity or individual from having an attributable interest in television stations that reach in excess of 35% of all U.S. television households (for purposes of this calculation, UHF stations are credited with only 50% of the television households in their markets). The Company currently reaches approximately 9% of U.S. television households using the FCC's method of calculation. On a local level, the "duopoly" rules prohibit attributable interests in two or more television stations with overlapping service areas. There are no national limits on ownership of radio stations, but on a local level no entity or individual can have an attributable interest in more than five to eight stations (depending on the total number of stations in the market), with no more than three to five stations (depending on the total allowed) broadcasting in the same band (AM or FM). There are limitations on the extent to which radio programming can be simulcast through LMA arrangements, and LMA arrangements in radio are counted in determining the number of stations that a single entity may control. FCC rules also impose limitations on the ownership of a television and radio station in the same market, though such cross-ownership is permitted on a limited basis in larger markets. The FCC generally applies its ownership limits to "attributable" interests held by an individual, corporation, partnership or other entity. In the case of corporations holding broadcast licenses, the interests of officers, directors and those who, directly or indirectly, have the right to vote 5% or more of the corporation's voting stock (or 10% or more of such stock in the case of insurance companies, certain regulated investment companies and bank trust departments that are passive investors) are generally deemed to be attributable, as are positions as an officer or director of a corporate parent of a broadcast licensee. The FCC has proposed changes to these attribution rules. See "Business of Sinclair - Federal Regulation of Television and Radio Broadcasting" in Sinclair's Form 8-K dated August 29, 1997, which is incorporated by reference herein. The FCC has initiated rulemaking proceedings to consider proposals to modify its television ownership restrictions, including ones that may permit the ownership, in some circumstances, of two television stations with overlapping service areas. The FCC is also considering in these proceedings whether to adopt restrictions on television LMAs. The "duopoly" rules currently prevent the Company from acquiring the FCC licenses of television stations with which it has LMAs in those markets where the Company owns a television station. In addition, if the FCC were to decide that the provider of programming services under an LMA should be treated as the owner of the television station and if it did not relax the duopoly rules, or if the FCC were to adopt restrictions on LMAs without grandfathering existing arrangements, the Company could be required to modify or terminate certain of its LMAs. In such an event, the Company could be required to pay termination penalties under certain of its LMAs. The 1996 Act provides that nothing therein "shall be construed to prohibit the origination, continuation, 22 or renewal of any television local marketing agreement that is in compliance with the regulations of the [FCC]." The legislative history of the 1996 Act reflects that this provision was intended to grandfather television LMAs that were in existence upon enactment of the 1996 Act, and to allow television LMAs consistent with the FCC's rules subsequent to enactment of the 1996 Act. In its pending rulemaking proceeding regarding the television duopoly rule, the FCC has proposed to adopt a grandfathering policy providing that, in the event that television LMAs become attributable interests, LMAs that are in compliance with existing FCC rules and policies and were entered into before November 5, 1996, would be permitted to continue in force until the original term of the LMA expires. Under the FCC's proposal, television LMAs that are entered into or renewed after November 5, 1996 would have to be terminated if LMAs are made attributable interests and the LMA in question resulted in a violation of the television multiple ownership rules. All of the Company's LMAs were entered into prior to November 5, 1996, but one was entered into after enactment of the 1996 Act. See "Business of Sinclair - Federal Regulation of Television and Radio Broadcasting" in Sinclair's Form 8-K dated August 29, 1997, which is incorporated by reference herein. The LMA entered into after enactment of the 1996 Act has a term expiring May 31, 2006. Further, if the FCC were to find that the owners/licensees of the stations with which the Company has LMAs failed to maintain control over their operations as required by FCC rules and policies, the licensee of the LMA station and/or the Company could be fined or could be set for hearing, the outcome of which could be a fine or, under certain circumstances, loss of the applicable FCC license. A petition has been filed to deny the application to assign WTTV and WTTK in the Indianapolis DMA from River City to the Company. Although the petition to deny does not challenge the assignments of WTTV and WTTK to the Company, it alleges that station WIIB in the Indianapolis DMA should be deemed an attributable interest of the Controlling Stockholders (resulting in a violation of the FCC's local television ownership restrictions when coupled with the Company's acquisition of WTTV and WTTK) even though the Controlling Stockholders have agreed to transfer their voting stock in WIIB to a third party. The FCC, at the Company's request, has withheld action on the applications for the Company to acquire WTTV and WTTK, and for the Controlling Stockholders to transfer their voting stock in WIIB, pending the outcome of the FCC's rulemaking proceeding concerning the cross-interest policy. The petitioner has appealed deferral of actions on these applications. The Company is unable to predict (i) the ultimate outcome of possible changes to the FCC's LMA and multiple ownership rules or the resolution of the above-described petition to deny or (ii) the impact such factors may have upon the Company's broadcast operations. As a result of regulatory changes, the Company could be required to modify or terminate some or all of its LMAs, resulting in termination penalties and/or divestitures of broadcast properties. In addition, the Company's competitive position in certain markets could be materially adversely affected. Thus, no assurance can be given that the changes to the FCC rules or the resolution of this petition to deny will not have a material adverse effect upon the Company. LMAS - RIGHTS OF PREEMPTION AND TERMINATION All of the Company's LMAs allow, in accordance with FCC rules, regulations and policies, preemptions of the Company's programming by the owner-operator and FCC licensee of each station with which the Company has an LMA. In addition, each LMA provides that under certain limited circumstances the arrangement may be terminated by the FCC licensee. Accordingly, the Company cannot be assured that it will be able to air all of the programming expected to be aired on those stations with which it has an LMA or that the Company will receive the anticipated advertising revenue from the sale of advertising spots in such programming. Although the Company believes that the terms and conditions of each of its LMAs should enable the Company to air its programming and utilize the programming and other non-broadcast license assets acquired for use on the LMA stations, there can be no assurance that early terminations of the arrangements or unanticipated preemptions of all or a significant portion of the programming by the owner-operator and FCC licensee of such stations will not occur. An early termination of one of the Company's LMAs, or repeated and material preemptions of programming thereunder, could adversely affect the Company's operations. In addition, the Company's LMAs expire 23 on various dates from March 27, 2000 to May 31, 2006, unless extended or earlier terminated. There can be no assurance that the Company will be able to negotiate extensions of its arrangements on terms satisfactory to the Company. In certain of its LMAs, the Company has agreed to indemnify the FCC licensee against certain claims (including trademark and copyright infringement, libel or slander and claims relating to certain FCC proceedings or investigations) that may arise against the FCC licensee as a result of the arrangement. NET LOSSES The Company experienced net losses of $7.9 million and $2.7 million during 1993 and 1994, respectively, net income of $76,000 in 1995 and net income of $1.1 million in 1996 (a net loss of $29.0 million in 1996 on a pro forma basis reflecting the 1996 Acquisitions, the Preferred Securities and the issuance of the New Notes). The Company experienced a net loss of $5.8 million during the six months ended June 30, 1997. The losses include significant interest expense as well as substantial non-cash expenses such as depreciation, amortization and deferred compensation. Notwithstanding the slight net income in 1995 and 1996, the Company expects to experience net losses in the future, principally as a result of interest expense, amortization of programming and intangibles and depreciation. ABSENCE OF PUBLIC TRADING MARKET FOR THE NEW NOTES There is no public market for the New Notes, and the Company does not intend to apply for listing of the Notes on any national securities exchange or for quotation of the New Notes through the Nasdaq Stock Market. The Company has been advised by the Initial Purchasers that the Initial Purchasers intend to make a market in the New Notes; however, they are under no obligation to do so and may discontinue any market-making activities at any time without notice. No assurance can be given as to the liquidity of the trading market for the New Notes or that an active public market will develop. If an active public market does not develop or is not maintained, the market price and liquidity of the New Notes may be adversely affected. CONSEQUENCES OF A FAILURE TO EXCHANGE OLD NOTES The Old Notes have not been registered under the Securities Act or any state securities laws and therefore may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities laws, or pursuant to an exemption therefrom or in a transaction not subject thereto, and in each case in compliance with certain other conditions and restrictions. Old Notes which remain outstanding after consummation of the Exchange Offer will continue to bear a legend reflecting such restrictions on transfer. In addition, upon consummation of the Exchange Offer, holders of Old Notes that remain outstanding will not be entitled to any rights to have such Old Notes registered under the Securities Act or to any similar rights under the Registration Rights Agreement (subject to certain limited exceptions as provided in the Registration Rights Agreement). See "Description of the Old Notes." The Company does not intend to register under the Securities Act any Old Notes that remain outstanding after consummation of the Exchange Offer (subject to such limited exceptions, if applicable). To the extent that Old Notes are tendered and accepted in the Exchange Offer, a holder's ability to sell untendered Old Notes could be adversely affected. In addition, although the Old Notes have been designated for trading in the Private Offerings, Resale and Trading through Automatic Linkages ("PORTAL") market, to the extent that Old Notes are tendered and accepted in connection with the Exchange Offer, any trading market for Old Notes that remain outstanding after the Exchange Offer could be adversely affected. The Company has agreed that cash penalty amounts may be payable to the holders of the Old Notes if, among other things, (i) the Registration Statement of which this Prospectus forms a part is not filed with the Commission by August 31, 1997, (ii) the Commission does not declare such Registration Statement effective by October 30, 1997 or (iii) the Exchange Offer is not consummated by December 14, 1997. See "Description of the Old Notes" and "The Exchange Offer." 24 EXCHANGE OFFER PROCEDURES Issuance of the New Notes in exchange for Old Notes pursuant to the Exchange Offer will be made only after a timely receipt by the Company of such Old Notes, a properly completed and duly executed Letter of Transmittal and all other required documents. Therefore, holders of Old Notes desiring to tender such Old Notes in exchange for New Notes should allow sufficient time to ensure timely delivery. The Company is under no duty to give notification of defects or irregularities with respect to the tenders of Old Notes for exchange. FORWARD-LOOKING STATEMENTS This Prospectus (including the documents or portions thereof incorporated herein by reference and any Prospectus Supplement) contains forward-looking statements. Discussions containing such forward-looking statements may be found in the material set forth under "Summary" as well as within this Prospectus generally and in the materials incorporated herein by reference. In addition, when used in this Prospectus, the words "intends to," "believes," "anticipates," "expects" and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including the impact of changes in national and regional economies, successful integration of acquired television and radio stations (including achievement of synergies and cost reductions), pricing fluctuations in local and national advertising, volatility in programming costs, the availability of suitable acquisitions on acceptable terms and the other risk factors set forth above and the matters set forth in this Prospectus generally. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances. 25 USE OF PROCEEDS The Company will not receive any cash proceeds from the issuance of the New Notes offered hereby. The New Notes will be exchanged for Old Notes of like principal amount. Old Notes that are exchanged will be retired and cancelled. Approximately $162.5 million of the proceeds from the sale of the Old Notes was used to repay all amounts outstanding under the Company's revolving credit facility under the Bank Credit Agreement (which amount may be reborrowed). Such amounts were borrowed to fund acquisitions and for general corporate purposes. The interest rate on the revolving credit facility that was repaid is variable and averaged 6.75% per year for the month ended July 31, 1997. The remaining proceeds of the offering of the Old Notes (approximately $32.8 million) were used to pay part of a $63 million downpayment made by the Company in connection with its acquisition of certain assets of Heritage. 26 HISTORICAL AND PRO FORMA RATIOS OF EARNINGS TO FIXED CHARGES AND OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS The Company's consolidated ratios of earnings to fixed charges and earnings to fixed charges and preferred dividends for each of the periods indicated are set forth below:
SIX MONTHS ENDED YEARS ENDED DECEMBER 31, JUNE 30, --------------------------------------------- ------------------ 1992 1993 1994 1995 1996 1996 1997 ------ ------- ------ ------- ------- ---------- ----- (UNAUDITED) Ratio of earnings to fixed charges(a) ......... - 1.1 x - 1.3 x 1.1 x - - Ratio of earnings to fixed charges and preferred stock dividends(a) ........................... - 1.1 x - 1.3 x 1.1 x 1.1 x - = ===== = ===== ===== ====== =
- ---------- (a) Earnings were inadequate to cover fixed charges and preferred stock dividends for the years ended December 31, 1992 and 1994, and for the six months ended June 30, 1997. Additional earnings of $5,840, $3,387, and $9,922 would have been required to cover fixed charges in the years ended December 31, 1992 and 1994, and the six months ended June 30, 1997, respectively. Earnings were inadequate to cover fixed charges for the pro forma year ended December 31, 1996 after giving effect to (i) the issuances of the Old Notes and the Preferred Securities, 1996 Acquisitions and the Heritage Acquisition, (ii) such transactions and consummation of the Preferred Stock Offering and (iii) such transactions and consummation of the Preferred and Common Stock Offerings as if each transaction had occurred on January 1, 1996; additional earnings of $58,460, $48,580 and $39,156, respectively, would have been required to cover fixed charges for the pro forma year ended December 31, 1996. Earnings were inadequate to cover fixed charges for the pro forma six months ended June 30, 1997 after giving effect to (i) the issuances of the Old Notes and the Preferred Securities, and the Heritage Acquisition, (ii) such transactions and consummation of the Preferred Stock Offering and (iii) such transactions and consummation of the Preferred and Common Stock Offerings as if each transaction had occurred on January 1, 1997; additional earnings of $22,063, $17,123 and $12,411, respectively, would have been required to cover fixed charges for the pro forma six months ended June 30, 1997. 27 CAPITALIZATION The following table sets forth, as of June 30, 1997, the capitalization of the Company and the capitalization of the Company as adjusted to reflect the consummation of the Old Notes Offering and the application of the estimated net proceeds thereof. The information set forth below should be read in conjunction with the Pro Forma Consolidated Financial Data of the Company and the historical Consolidated Financial Statements of the Company incorporated herein by reference.
JUNE 30, 1997 ------------------------------- (DOLLARS IN THOUSANDS) AS ACTUAL ADJUSTED -------------- ---------------- Cash and cash equivalents .......................................... $ 2,740 $ 35,490 ========== =========== Current portion of long-term debt .................................... $ 66,881 $ 66,881 ========== =========== Long-term debt: Term loans ......................................................... $ 534,500 534,500 Revolving credit facility .......................................... 162,500 - Notes and capital leases payable to affiliates ..................... 11,872 11,872 Capital leases ................................................... 30 30 Senior subordinated notes .......................................... 400,000 600,000 ---------- ----------- 1,108,902 1,146,402 ---------- ----------- Company Obligated Mandatorily Redeemable Security of Subsid- iary Trust Holding Solely KDSM Senior Debentures ................... 200,000 200,000 ---------- ----------- Stockholders' equity (deficit): Preferred Stock, par value $.01 per share; 1,138,138 shares issued and outstanding ................................................... 11 11 Class A Common Stock, par value $.01 per share; 6,911,880 shares issued and outstanding .......................................... 71 71 Class B Common Stock, par value $.01 per share; 27,850,581 shares issued and outstanding .......................................... 277 277 Additional paid-in capital ....................................... 234,812 234,812 Accumulated deficit ............................................. (24,754) (24,754) Additional paid-in capital-equity put options ..................... 23,117 23,117 Additional paid-in capital - deferred compensation ............... (896) (896) ---------- ----------- Total stockholders' equity ....................................... 232,638 232,638 ---------- ----------- Total capitalization .......................................... $1,541,540 $1,579,040 ========== =========== Net debt to Adjusted EBITDA(a)........................................ 5.4 x 5.5 x Net debt plus Company Obligated Mandatorily Redeemable Secu- rity of Subsidiary Trust Holding Solely KDSM Senior Debentures to Adjusted EBITDA(a)............................................... 6.3 x 6.5 x
- ---------- (a) Net debt is defined as total debt less cash and cash equivalents. 28 SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) The selected historical consolidated financial data for the years ended December 31, 1992, 1993, 1994, 1995 and 1996 have been derived from the Company's audited Consolidated Financial Statements (the "Consolidated Financial Statements"). The Consolidated Financial Statements for the years ended December 31, 1994, 1995 and 1996 are incorporated herein by reference. The selected historical consolidated financial data for the six months ended June 30, 1996 and 1997 and as of June 30, 1996 and 1997 are unaudited, but in the opinion of management, such financial data have been prepared on the same basis as the Consolidated Financial Statements incorporated herein by reference and include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations for those periods. Results for the six months ended June 30, 1996 and 1997 are not necessarily indicative of the results for a full year. Separate financial information for the Trust is not provided since the Company believes it would not be material to investors. The information below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations of Sinclair" and Sinclair's Consolidated Financial Statements in Sinclair's Annual Report on Form 10-K (as amended) for the year ended December 31, 1996 and Sinclair's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, all of which are incorporated herein by reference. Pro forma data showing the effect of the 1996 Acquisitions, the issuance of the Preferred Securities, the issuance of the Old Notes, the Heritage Acquisition and the Preferred Stock Offering and the Common Stock Offering (if they are completed) is set forth in the Company's Report on Form 8-K filed August 29, 1997, which is incorporated by reference herein. There can be no assurance that either the Preferred Stock Offering or the Common Stock Offering will be completed, and there can be no assurance that if one of the Offerings is completed the other of the Offerings will also be completed.
YEARS ENDED DECEMBER 31, --------------------------------------------------------------- 1992 1993 1994(a) 1995(a) 1996(a) ------------ ------------ ---------- ------------ ------------- STATEMENT OF OPERATIONS DATA: Net broadcast revenues(b) ..................... $ 61,081 $ 69,532 $118,611 $187,934 $ 346,459 Barter revenues ................................. 8,805 6,892 10,743 18,200 32,029 -------- -------- -------- -------- --------- Total revenues ................................. 69,886 76,424 129,354 206,134 378,488 -------- -------- -------- -------- --------- Operating expenses, excluding depreciation and amortization, deferred compensation and special bonuses paid to executive officers ..... 32,993 32,295 50,545 80,446 167,765 Depreciation and amortization(c) ............... 30,943 22,486 55,587 80,410 121,081 Amortization of deferred compensation ......... - - - - 739 Special bonuses paid to executive officers ...... - 10,000 3,638 - - -------- -------- -------- -------- --------- Broadcast operating income ..................... 5,950 11,643 19,584 45,278 88,903 -------- -------- -------- -------- --------- Interest and amortization of debt discount expense ....................................... 12,997 12,852 25,418 39,253 84,314 Interest and other income ..................... 1,207 2,131 2,447 4,163 3,478 Subsidiary trust minority interest expense(d) ... - - - - - -------- -------- -------- -------- --------- Income (loss) before (provision) benefit for income taxes and extraordinary item ............ $ (5,840) $ 922 $(3,387) $ 10,188 $ 8,067 ======== ======== ======== ======== ========= Net income (loss) available to common shareholders ................................. $ (4,651) $ (7,945) $(2,740) $ 76 $ 1,131 ======== ======== ======== ======== ========= Earnings (loss) per common share: Net income (loss) before extraordinary item .......................................... $ (0.16) $ - $ (0.09) $ 0.15 $ 0.03 Extraordinary item ........................... - (0.27) - (0.15) - -------- -------- -------- -------- --------- Net income (loss) per common share ............ $ (0.16) $ (0.27) $ (0.09) $ - $ 0.03 ======== ======== ======== ======== ========= Weighted average shares out- standing (in thousands) ..................... 29,000 29,000 29,000 32,205 37,381 ======== ======== ======== ======== ========= OTHER DATA: Broadcast cash flow(e) ........................ $ 28,019 $ 37,498 $67,519 $111,124 $ 189,216 Broadcast cash flow margin(f) .................. 45.9% 53.9% 56.9% 59.1% 54.6% Adjusted EBITDA(g) ........................... $ 26,466 $ 35,406 $64,547 $105,750 $ 180,272 Adjusted EBITDA margin(f) ..................... 43.3% 50.9% 54.4% 56.3% 52.0% SIX MONTHS ENDED JUNE 30, -------------------------- 1996 1997 ------------- ------------ (UNAUDITED) STATEMENT OF OPERATIONS DATA: Net broadcast revenues(b) ..................... $ 117,339 $219,701 Barter revenues ................................. 9,571 19,870 --------- -------- Total revenues ................................. 126,910 239,571 --------- -------- Operating expenses, excluding depreciation and amortization, deferred compensation and special bonuses paid to executive officers ..... 52,826 114,697 Depreciation and amortization(c) ............... 45,493 76,650 Amortization of deferred compensation ......... 506 233 Special bonuses paid to executive officers ...... - - --------- -------- Broadcast operating income ..................... 28,085 47,991 --------- -------- Interest and amortization of debt discount expense ....................................... 27,646 51,993 Interest and other income ..................... 3,172 1,087 Subsidiary trust minority interest expense(d) ... - 7,007 --------- -------- Income (loss) before (provision) benefit for income taxes and extraordinary item ............ $ 3,611 $ (9,922) ========= ======== Net income (loss) available to common shareholders ................................. $ 1,511 $ (5,822) ========= ======== Earnings (loss) per common share: Net income (loss) before extraordinary item .......................................... $ 0.04 $ (0.17) Extraordinary item ........................... - - --------- -------- Net income (loss) per common share ............ $ 0.04 $ (0.17) ========= ======== Weighted average shares out- standing (in thousands) ..................... 34,750 34,746 ========= ======== OTHER DATA: Broadcast cash flow(e) ........................ $ 65,079 $105,600 Broadcast cash flow margin(f) .................. 55.5% 48.1% Adjusted EBITDA(g) ........................... $ 62,013 $ 98,615 Adjusted EBITDA margin(f) ..................... 52.8% 44.9%
(Continued on following page) 29
AS OF DECEMBER 31, --------------------------------------------------------------------- 1992 1993 1994(A) 1995(A) 1996(A) ------------ ------------ ------------- ------------- --------------- After tax cash flow(h) ........................ $ 9,398 $ 43 $ 21,310 $ 46,376 $ 74,441 After tax cash flow margin(f) ............... 15.4% - 18.0% 24.7% 21.5% Program contract payments ..................... $ 10,427 $ 8,723 $ 14,262 $ 19,938 $ 30,451 Capital expenditures ........................ 426 528 2,352 1,702 12,609 Corporate overhead expense .................. 1,553 2,092 2,972 5,374 8,944 Adjusted EBITDA to interest expense ......... 2.0 x 2.8 x 2.5 x 2.7 x 2.1 x Adjusted EBITDA to interest expense plus subsidiary trust minority interest expense ... 2.0 x 2.8 x 2.5 x 2.7 x 2.1 x Adjusted EBITDA less capital expendi- tures to interest expense plus subsidiary trust minority interest expense ............ 2.0 x 2.7 x 2.4 x 2.7 x 2.0 x Net debt to Adjusted EBITDA(i) ............... 4.1 x 5.8 x 5.3 x 2.9 x 7.1 x Net debt plus Company Obligated Manda- torily Redeemable Security of Subsidiary Trust Holding Solely KDSM Senior De- bentures to Adjusted EBITDA .................. 4.1 x 5.8 x 5.3 x 2.9 x 7.1 x Cash flows from operating activities(j) ...... $ 5,235 $ 11,230 $ 20,781 $ 55,909 $ 68,970 Cash flows from investing activities(j) ...... (1,051) 1,521 (249,781) (119,243) (1,011,897) Cash flows from financing activities(j) ...... (3,741) 3,462 213,410 173,338 832,818 Ratio of: Earnings to fixed charges(k) .................. - 1.1 x - 1.3 x 1.1 x SIX MONTHS ENDED JUNE 30, --------------------------- 1996 1997 ------------- ------------- (UNAUDITED) After tax cash flow(h) ........................ $ 30,441 $ 32,737 After tax cash flow margin(f) ............... 26.0% 15.0% Program contract payments ..................... $ 12,071 $ 26,259 Capital expenditures ........................ 2,114 8,286 Corporate overhead expense .................. 3,066 6,985 Adjusted EBITDA to interest expense ......... 2.2 x 1.9 x Adjusted EBITDA to interest expense plus subsidiary trust minority interest expense ... 2.2 x 1.7 x Adjusted EBITDA less capital expendi- tures to interest expense plus subsidiary trust minority interest expense ............ 2.2 x 1.5 x Net debt to Adjusted EBITDA(i) ............... 10.4 x 5.4 x Net debt plus Company Obligated Manda- torily Redeemable Security of Subsidiary Trust Holding Solely KDSM Senior De- bentures to Adjusted EBITDA .................. 10.4 x 6.3 x Cash flows from operating activities(j) ...... $ 26,447 $ 42,483 Cash flows from investing activities(j) ...... (942,126) (112,929) Cash flows from financing activities(j) ...... 807,425 70,345 Ratio of: Earnings to fixed charges(k) .................. 1.1 x -
AS OF DECEMBER 31, ------------------------------------------------------------ AS OF JUNE 30, 1992 1993 1994(A) 1995(A) 1996(A) 1997 ---------- ------------ ------------ ---------- ------------ --------------- (UNAUDITED) BALANCE SHEET DATA: Cash and cash equivalents .................. $ 1,823 $ 18,036 $ 2,446 $112,450 $ 2,341 $ 2,740 Total assets .............................. 140,366 242,917 399,328 605,272 1,707,297 1,762,505 Total debt(l) .............................. 110,659 224,646 346,270 418,171 1,288,147 1,175,783 Company Obligated Mandatorily Re- deemable Security of Subsidiary Trust Holding Solely KDSM Senior Deben- tures(m) .................................. - - - - - 200,000 Total stockholders' equity (deficit) ...... (3,127) (11,024) (13,723) 96,374 237,253 232,638
NOTES TO SELECTED CONSOLIDATED HISTORICAL AND FINANCIAL INFORMATION (a) The Company made acquisitions in 1994, 1995 and 1996 as described in the footnotes to the Consolidated Financial Statements incorporated herein by reference. The statement of operations data and other data presented for periods preceding the dates of acquisitions do not include amounts for these acquisitions and therefore are not comparable to subsequent periods. Additionally, the years in which the specific acquisitions occurred may not be comparable to subsequent periods depending on when during the year the acquisition occurred. (b) Net broadcast revenues are defined as broadcast revenues net of agency commissions. (c) Depreciation and amortization includes amortization of program contract costs and net realizable value adjustments, depreciation and amortization of property and equipment, and amortization of acquired intangible broadcasting assets and other assets including amortization of deferred financing costs and costs related to excess syndicated programming. (d) Subsidiary trust minority interest expense represents the distributions on $200 million aggregate Liquidation Value of Preferred Securities at an annual distribution rate of 11.625%. (e) "Broadcast cash flow" is defined as broadcast operating income plus corporate overhead expense, special bonuses paid to executive officers, depreciation and amortization, (including film amortization and amortization of deferred compensation and excess syndicated programming), less cash payments for program contract rights. Cash program payments represent cash payments made for current program payables and do not 30 necessarily correspond to program usage. Special bonuses paid to executive officers are considered non-recurring expenses. The Company has presented broadcast cash flow data, which the Company believes are comparable to the data provided by other companies in the industry, because such data are commonly used as a measure of performance for broadcast companies. However, broadcast cash flow does not purport to represent cash provided by operating activities as reflected in the Company's consolidated statements of cash flow, is not a measure of financial performance under generally accepted accounting principles and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles. (f) "Broadcast cash flow margin" is defined as broadcast cash flow divided by net broadcast revenues. "Adjusted EBITDA margin" is defined as Adjusted EBITDA divided by net broadcast revenues. "After tax cash flow margin" is defined as after tax cash flow divided by net broadcast revenues. (g) "Adjusted EBITDA" is defined as broadcast cash flow less corporate overhead expense and is a commonly used measure of performance for broadcast companies. Adjusted EBITDA does not purport to represent cash provided by operating activities as reflected in the Company's consolidated statements of cash flows, is not a measure of financial performance under generally accepted accounting principles and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles. (h) "After tax cash flow" is defined as net income (loss) plus depreciation and amortization (excluding film amortization), amortization of deferred compensation, and the deferred tax provision (or minus the deferred tax benefit). After tax cash flow is presented here not as a measure of operating results and does not purport to represent cash provided by operating activities. After tax cash flow should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles. (i) Net debt is defined as total debt less cash and cash equivalents. (j) These items are financial statement disclosures in accordance with Generally Accepted Accounting Principles and are also presented in the Company's consolidated financial statements incorporated by reference herein. (k) Earnings were inadequate to cover fixed charges for the years ended December 31, 1992, 1994 and for the six months ended June 30, 1997. Additional earnings of $5,840, $3,387, and $9,922 would have been required to cover fixed charges in 1992, 1994 and the six months ended June 30, 1997, respectively. (l) "Total debt" is defined as long-term debt, net of unamortized discount, and capital lease obligations, including current portion thereof. In 1992 total debt included warrants outstanding which were redeemable outside the control of the Company. The warrants were purchased by the Company for $10.4 million in 1993. Total debt as of December 31, 1993 included $100 million in principal amount of the 1993 Notes (as defined herein), the proceeds of which were held in escrow to provide a source of financing for acquisitions that were subsequently consummated in 1994 utilizing borrowings under the Bank Credit Agreement. $100 million of the 1993 Notes was redeemed from the escrow in the first quarter of 1994. Total debt does not include the Preferred Securities or the Company's preferred stock. (m) Company Obligated Mandatorily Redeemable Security of Subsidiary Trust Holding Solely KDSM Senior Debentures represents $200 million aggregate Liquidation Value of Preferred Securities which carry a mandatory redemption feature after twelve years. 31 THE EXCHANGE OFFER PURPOSE AND EFFECT In connection with the Old Notes Offering, the Company entered into the Registration Rights Agreement with the Initial Purchasers, pursuant to which the Company agreed, among other things, (i) to use its best efforts to file under the Securities Act a registration statement relating to an offer to exchange the Old Notes for new notes with terms identical in all material respects (except as described below) to the terms of the Old Notes and (ii) to use its best efforts to cause such registration statement to become effective. A copy of the Registration Rights Agreement is incorporated by reference into the Registration Statement of which this Prospectus is a part. The Exchange Offer is being made to satisfy the contractual obligations of the Company under the Registration Rights Agreement. The Old Notes provide, among other things, that, if the Exchange Offer is not consummated by December 14, 1997, additional interest (the "Penalty Amounts") will become payable on the Old Notes at the rate of .50% per annum for the first 60 days starting on December 15, 1997 and increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; provided that such Penalty Amounts will cease to accrue upon consummation of the Exchange Offer; and provided further that the Penalty Amounts rate may not exceed 1.5% per annum. See "Risk Factors - Consequences of a Failure to Exchange Old Notes" and "Description of the Old Notes." The form and terms of the New Notes are identical in all material respects to the form and terms of the Old Notes except that the New Notes have been registered under the Securities Act and therefore will not contain terms with respect to transfer restrictions and will not provide for an increase in interest payments or other distributions thereon as a consequence of a failure to take certain actions in connection with their registration under the Securities Act. The Exchange Offer is not being made to, nor will the Company accept tenders for exchange from, holders of Old Notes in any jurisdiction in which the Exchange Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. Unless the context requires otherwise, the term "holder" with respect to the Exchange Offer means any person in whose name the Old Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder, or any person whose Old Notes are held of record by The Depository Trust Company who desires to deliver such Old Notes by book-entry transfer at The Depository Trust Company. TERMS OF THE EXCHANGE The Company hereby offers, upon the terms and subject to the conditions set forth in this Prospectus and in the accompanying Letter of Transmittal, to exchange up to $200,000,000 aggregate principal amount of New Notes for a like aggregate principal amount of Old Notes properly tendered on or prior to the Expiration Date (as defined below) and not properly withdrawn in accordance with the procedures described below. The Company will issue, promptly after the Expiration Date, an aggregate principal amount of up to $200,000,000 of New Notes in exchange for a like principal amount of outstanding Old Notes tendered and accepted in connection with the Exchange Offer. The Exchange Offer is not conditioned upon any minimum principal amount of Old Notes being tendered. As of the date of this Prospectus $200,000,000 aggregate principal amount of the Old Notes is outstanding. Holders of Old Notes do not have any appraisal or dissenters' rights in connection with the Exchange Offer. Old Notes that are not tendered for, or are tendered but not accepted in connection with the Exchange Offer, will remain outstanding and be entitled to the benefits of the Indenture, but will not be entitled to any further registration rights under the Registration Rights Agreement, except under limited circumstances. See "Risk Factors - Consequences of a Failure to Exchange Old Notes" and "Description of the Old Notes." If any tendered Old Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth herein or otherwise, certificates for any 32 such unaccepted Old Notes will be returned, without expense, to the tendering holder thereof promptly after the Expiration Date, or, if such unaccepted Old Notes are uncertificated, such securities will be returned, without expense to the tendering holder thereof promptly after the Expiration Date via book entry transfer. Holders who tender Old Notes in connection with the Exchange Offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the Letter of Transmittal, transfer taxes with respect to the exchange of Old Notes in connection with the Exchange Offer. The Company will pay all charges and expenses, other than certain applicable taxes described below, in connection with the Exchange Offer. See "- Fees and Expenses." THE BOARD OF DIRECTORS OF THE COMPANY DOES NOT MAKE ANY RECOMMENDATION TO HOLDERS OF OLD NOTES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF OLD NOTES MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OLD NOTES TO TENDER AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH THEIR ADVISERS, IF ANY, BASED ON THEIR OWN FINANCIAL POSITION AND REQUIREMENTS. EXPIRATION DATE; EXTENSIONS; AMENDMENTS The term "Expiration Date" means 5:00 p.m., New York City time, on , 1997 unless the Exchange Offer is extended by the Company (in which case the term "Expiration Date" shall mean the latest date and time to which the Exchange Offer is extended). The Company expressly reserves the right in its sole and absolute discretion, subject to applicable law, at any time and from time to time, (i) to delay the acceptance of the Old Notes for exchange, (ii) to terminate the Exchange Offer (whether or not any Old Notes have theretofore been accepted for exchange) if the Company determines, in its sole and absolute discretion, that any of the events or conditions referred to under "Conditions to the Exchange Offer" have occurred or exist or have not been satisfied, (iii) to extend the Expiration Date of the Exchange Offer and retain all Old Notes tendered pursuant to the Exchange Offer, subject, however, to the right of holders of Old Notes to withdraw their tendered Old Notes as described under "- Withdrawal Rights," and (iv) to waive any condition or otherwise amend the terms of the Exchange Offer in any respect. If the Exchange Offer is amended in a manner determined by the Company to constitute a material change, or if the Company waives a material condition of the Exchange Offer, the Company will promptly disclose such amendment by means of a prospectus supplement that will be distributed to the registered holders of the Old Notes, and the Company will extend the Exchange Offer to the extent required by Rule 14e-1 under the Exchange Act. Any such delay in acceptance, extension, termination or amendment will be followed promptly by oral or written notice thereof to the Exchange Agent and by making a public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which the Company may choose to make any public announcement and subject to applicable law, the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to an appropriate news agency. ACCEPTANCE OR EXCHANGE AND ISSUANCE OF NEW NOTES Upon the terms and subject to the conditions of the Exchange Offer, the Company will exchange, and will issue to the Exchange Agent, New Notes for Old Notes validly tendered and not withdrawn (pursuant to the withdrawal rights described under "- Withdrawal Rights") promptly after the Expiration Date. In all cases, delivery of New Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (i) Old Notes or a book-entry confirmation of a book-entry transfer of Old Notes into the Exchange 33 Agent's account at The Depository Trust Company ("DTC"), (ii) the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and (iii) any other documents required by the Letter of Transmittal. The term "book-entry confirmation" means a timely confirmation of a book-entry transfer of Old Notes into the Exchange Agent's account at DTC. Subject to the terms and conditions of the Exchange Offer, the Company will be deemed to have accepted for exchange, and thereby exchanged, Old Notes validly tendered and not withdrawn as, if and when the Company gives oral or written notice to the Exchange Agent of the Company's acceptance of such Old Notes for exchange pursuant to the Exchange Offer. The Exchange Agent will act as agent for the Company for the purpose of receiving tenders of Old Notes, Letters of Transmittal and related documents, and as agent for tendering holders for the purpose of receiving Old Notes, Letters of Transmittal and related documents and transmitting New Notes to validly tendering holders. Such exchange will be made promptly after the Expiration Date. If for any reason whatsoever, acceptance for exchange or the exchange of any Old Notes tendered pursuant to the Exchange Offer is delayed (whether before or after the Company's acceptance for exchange of Old Notes) or the Company extends the Exchange Offer or is unable to accept for exchange or exchange Old Notes tendered pursuant to the Exchange Offer, then, without prejudice to the Company's rights set forth herein, the Exchange Agent may, nevertheless, on behalf of the Company and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Old Notes and such Old Notes may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described under "- Withdrawal Rights." Pursuant to the Letter of Transmittal, a holder of Old Notes will warrant and agree in the Letter of Transmittal that it has full power and authority to tender, exchange, sell, assign and transfer Old Notes, that the Company will acquire good, marketable and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances, and that the Old Notes tendered for exchange are not subject to any adverse claims or proxies. The holder also will warrant and agree that it will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, sale, assignment, and transfer of the Old Notes tendered pursuant to the Exchange Offer. PROCEDURES FOR TENDERING OLD NOTES Valid Tender. Except as set forth below, in order for Old Notes to be validly tendered pursuant to the Exchange Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, must be received by the Exchange Agent at its address set forth under "- Exchange Agent," and either (i) tendered Old Notes must be received by the Exchange Agent, or (ii) such Old Notes must be tendered pursuant to the procedures for book-entry transfer set forth below and a book-entry confirmation must be received by the Exchange Agent, in each case on or prior to the Expiration Date, or (iii) the guaranteed delivery procedures set forth below must be complied with. If less than all of the Old Notes delivered are tendered for exchange, a tendering holder should fill in the amount of Old Notes being tendered in the appropriate box on the Letter of Transmittal. The entire amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. 34 Book Entry Transfer. The Exchange Agent will establish an account with respect to the Old Notes at DTC for purposes of the Exchange Offer within two business days after the date of this Prospectus. Any financial institution that is a participant in DTC's book-entry transfer facility system may make a book-entry delivery of the Old Notes by causing DTC to transfer such Old Notes into the Exchange Agent's account at DTC in accordance with DTC's procedures for transfers. However, although delivery of Old Notes may be effected through book-entry transfer into the Exchange Agent's account at DTC, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other required documents, must in any case be delivered to and received by the Exchange Agent at its address set forth under "- Exchange Agent" on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. Signature Guarantees. Certificates for the Old Notes need not be endorsed and signature guarantees on the Letter of Transmittal are unnecessary unless (a) a certificate for the Old Notes is registered in a name other than that of the person surrendering the certificate or (b) such registered holder completes the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in the Letter of Transmittal. In the case of (a) or (b) above, such certificates for Old Notes must be duly endorsed or accompanied by a properly executed bond power, with the endorsement or signature on the bond power and on the Letter of Transmittal guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association (an "Eligible Institution"), unless surrendered on behalf of such Eligible Institution. See Instruction 1 to the Letter of Transmittal. Guaranteed Delivery. If a holder desires to tender Old Notes pursuant to the Exchange Offer and the certificates for such Old Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent on or before the Expiration Date, or the procedures for book-entry transfer cannot be completed on a timely basis, such Old Notes may nevertheless be tendered, provided that all of the following guaranteed delivery procedures are complied with: (i) such tenders are made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying the Letter of Transmittal, is received by the Exchange Agent, as provided below, on or prior to Expiration Date; and (iii) the certificates (or a book-entry confirmation) representing all tendered Old Notes, in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other documents required by the Letter of Transmittal, are received by the Exchange Agent within three Nasdaq Stock Market trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand, or transmitted by facsimile or mail to the Exchange Agent and must include a guarantee by an Eligible Institution in the form set forth in such notice. Notwithstanding any other provision hereof, the delivery of New Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the Exchange Offer will in all cases be made only after timely receipt by the Exchange Agent of Old Notes, or of a book-entry confirmation with respect to such Old Notes, and a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees and any other documents required by the Letter of Transmittal. Accordingly, the delivery of New Notes might not be made to all tendering holders at the same time, and will depend upon when Old Notes, book-entry confirmations with respect to Old Notes and other required documents are received by the Exchange Agent. 35 The acceptance by the Company for exchange of Old Notes tendered pursuant to any of the procedures described above will constitute a binding agreement between the tendering holder and the Company upon the terms and subject to the conditions of the Exchange Offer. Determination of Validity. All questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tendered Old Notes will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. The Company reserves the absolute right, in its sole and absolute discretion, to reject any and all tenders determined by them not to be in proper form or the acceptance of which, or exchange for, may, in the view of counsel to the Company, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer as set forth under "- Conditions to the Exchange Offer" or any condition or irregularity in any tender of Old Notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders. The Company's interpretation of the terms and conditions of the Exchange Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender of Old Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. None of the Company, any affiliates or assigns of the Company, the Exchange Agent or any other person shall be under any duty to give any notification of any irregularities in tenders or incur any liability for failure to give any such notification. If any Letter of Transmittal, endorsement, bond power, power of attorney, or any other document required by the Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and unless waived by the Company, proper evidence satisfactory to the Company, in its sole discretion, of such person's authority to so act must be submitted. A beneficial owner of Old Notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian is urged to contact such entity promptly if such beneficial holder wishes to participate in the Exchange Offer. RESALES OF NEW NOTES The Company is making the Exchange Offer for the Old Notes in reliance on the position of the staff of the Division of Corporation Finance of the Commission (the "Staff") as set forth in certain interpretive letters addressed to third parties in other transactions. However, the Company has not sought its own interpretive letter and there can be no assurance that the Staff would make a similar determination with respect to the Exchange Offer as it has in such interpretive letters to third parties. Based on these interpretations by the Staff, and subject to the two immediately following sentences, the Company believes that New Notes issued pursuant to this Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than a holder who is a broker-dealer) without further compliance with the registration and prospectus delivery requirements of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holder's business and that such holder is not participating, and has no arrangement or understanding with any person to participate, in a distribution (within the meaning of the Securities Act) of such New Securities. However, any holder of Old Notes who is an "affiliate" of the Company or who intends to participate in the Exchange Offer for the purpose of distributing New Notes, or any broker-dealer who purchased Old Notes from the Company to resell pursuant to Rule 144A or any other available exemption under the Securities Act, (a) will not be able to rely on the interpretations of the Staff set out in the above-mentioned interpretive letters, (b) will not be permitted or entitled to tender such Old Notes in the Exchange Offer and (c) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of such Old Notes unless such sale is made pursuant to an exemption from such requirements. In addition, as described below, if any broker-dealer holds Old Notes acquired for its own account as a result of market-making or other trading activities and exchanges such Old Notes for New Notes, then such broker-dealer must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such New Notes. 36 Each holder of Old Notes who wishes to exchange Old Notes for New Notes in the Exchange Offer will be required to represent that (i) it is not an "affiliate" of the Company, (ii) any New Notes to be received by it are being acquired in the ordinary course of its business, (iii) it has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such New Notes, and (iv) if such holder is not a broker-dealer, such holder is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act) of such New Notes. In addition, the Company, may require such holder, as a condition to such holder's eligibility to participate in the Exchange Offer, to furnish to the Company (or an agent thereof) in writing information as to the number of "beneficial owners" (within the meaning of Rule 13d-3 under the Exchange Act) on behalf of whom such holder holds the Old Notes to be exchanged in the Exchange Offer. Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it acquired the Old Notes for its own account as the result of market-making activities or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Based on the position taken by the Staff in the interpretive letters referred to above, the Company believes that broker-dealers who acquired Old Notes for their own accounts as a result of market-making activities or other trading activities ("Participating Broker-Dealers") may fulfill their prospectus delivery requirements with respect to the New Notes received upon exchange of such Old Notes (other than Old Notes which represent an unsold allotment from the original sale of the Old Notes) with a prospectus meeting the requirements of the Securities Act, which may be the prospectus prepared for an exchange offer so long as it contains a description of the plan of distribution with respect to the resale of such New Notes. Accordingly, this Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer during the period referred to below in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such Participating Broker-Dealer for its own account as a result of market-making or other trading activities. Subject to certain provisions set forth in the Registration Rights Agreement, the Company has agreed that this Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer in connection with resales of such New Notes for a period ending 180 days after the Expiration Date or, if earlier, when all such New Notes have been disposed of by such Participating Broker-Dealer. See "Plan of Distribution." Any Participating Broker-Dealer who is an "affiliate" of the Company may not rely on such interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. In that regard, each Participating Broker-Dealer who surrenders Old Notes pursuant to the Exchange Offer will be deemed to have agreed, by execution of the Letter of Transmittal, that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in this Prospectus untrue in any material respect or which causes this Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference herein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such Participating Broker-Dealer will suspend the sale of New Notes pursuant to this Prospectus until the Company has amended or supplemented this Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to such Participating Broker-Dealer or the Company has given notice that the sale of the New Notes may be resumed, as the case may be. WITHDRAWAL RIGHTS Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective a written, telegraphic, telex or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at its addresses set forth under "- Exchange Agent" on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, the aggregate principal amount of Old Notes to be withdrawn, and (if certificates for such Old Notes have been tendered) the 37 name of the registered holder of the Old Notes as set forth on the Old Notes, if different from that of the person who tendered such Old Notes. If Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such Old Notes, the tendering holder must submit the serial numbers shown on the particular Old Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Old Notes tendered for the account of an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in "- Procedures for Tendering Old Notes," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written, telegraphic, telex or facsimile transmission. Withdrawals of tenders of Old Notes may not be rescinded. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time on or prior to the Expiration Date by following any of the procedures described above under "- Procedures for Tendering Old Notes." All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. None of the Company, any affiliates or assigns of the Company, the Exchange Agent or any other person shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Old Notes which have been tendered but which are withdrawn will be returned to the holder thereof promptly after withdrawal. CONDITIONS TO THE EXCHANGE OFFER Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, the Company will not be required to accept for exchange, or to exchange, any Old Notes for any New Notes, and may terminate the Exchange Offer (whether or not any Old Notes have theretofore been accepted for exchange) or may waive any conditions to or amend the Exchange Offer, if, in the opinion of legal counsel to the Company, the consummation of the Exchange Offer or any portion thereof would violate any applicable law or any applicable interpretation of the Commission or its staff. In such event, if the Company determines to amend the Exchange Offer and such amendment constitutes a material change to the Exchange Offer, the Company will promptly disclose such amendment by means of a prospectus supplement that will be distributed to the registered holders of the Old Notes, and the Company will extend the Exchange Offer to the extent required by Rule 14e-1 under the Exchange Act. Holders of Old Notes are entitled to certain rights under the Registration Rights Agreement in the event the Trust is unable to consummate the Exchange Offer. See "Description of the Old Notes." EXCHANGE AGENT First Union National Bank has been appointed as Exchange Agent for the Exchange Offer. Delivery of the Letter of Transmittal and any other required documents, questions, requests for assistance, and requests for additional copies of this Prospectus or of the Letter of Transmittal should be directed to the Exchange Agent as follows: First Union National Bank Corporate Trust Department 1525 W. W.T. Harris Blvd. - 3C3 Charlotte, N.C. 28262-1153 Phone: (704) 590-7408 Facsimile: (704) 590-7628 Attention: Mr. Michael Klotz Delivery to other than the above address or facsimile number will not constitute a valid delivery. FEES AND EXPENSES The Company has agreed to pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. The Company 38 will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this Prospectus and related documents to the beneficial owners of Old Notes, and in handling or tendering for their customers. Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder. The Company will not make any payment to brokers, dealers or others soliciting acceptances of the Exchange Offer. ACCOUNTING TREATMENT The New Notes will be recorded at the same carrying value as of the Old Notes, which is face value, as reflected in the Company's accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by the Company. The expense related to the issuance of the New Notes and of the Exchange Offer will be amortized over the term of the New Notes. 39 DESCRIPTION OF THE NEW NOTES The New Notes offered hereby are issued under an Indenture dated as of July 2, 1997 among the Company, the Guarantors and First Union National Bank of Maryland as trustee (the "Trustee"). The following summary of the material provisions of the Indenture does not purport to be complete, and where reference is made to particular provisions of the Indenture, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the Indenture and those terms made a part of the Indenture by reference to the Trust Indenture Act. For definitions of certain capitalized terms used in the following summary, see "- Certain Definitions." A copy of the Indenture may be obtained from the Company. GENERAL The New Notes will mature on July 15, 2007, will be limited to $200,000,000 aggregate principal amount, and will be unsecured senior subordinated obligations of the Company. Each New Note will bear interest at 9% per annum from their date of issuance or from the most recent interest payment date to which interest has been paid, payable semiannually on January 15 and July 15 each year, commencing January 15, 1998, to the Person in whose name the New Note (or any predecessor New Note) is registered at the close of business on the January 1 or July 1 next preceding such interest payment date. Holders of Old Notes that are accepted for exchange will receive, in cash, accrued interest thereon to, but not including, the date of issuance of the New Notes. Such interest will be paid with the first interest payment on the New Notes on January 15, 1998. Interest on the Old Notes accepted for exchange will cease to accrue upon issuance of the New Notes. Payment of the New Notes is guaranteed by the Guarantors, jointly and severally, on a senior subordinated basis. The Guarantors are comprised of all of the Subsidiaries of the Company other than Cresap Enterprises, Inc., KDSM, Inc., KDSM Licensee, Inc. and the Trust. KDSM, Inc., KDSM Licensee, Inc., Cresap Enterprises, Inc. and the Trust represented approximately 2.1% of total tangible assets as of June 30, 1997 and 1.7% of pro forma broadcast cash flow and 14.7% of income before provision or benefit for income taxes for the year ended December 31, 1996 of the Company in each case on a consolidated basis. See "- New Guarantees." Principal of, premium, if any, and interest on the New Notes will be payable, and the New Notes will be exchangeable and transferable (subject to compliance with transfer restrictions imposed by applicable securities laws for so long as the New Notes are not registered for resale under the Securities Act), at the office or agency of the Company maintained for such purposes (which initially will be the Trustee); provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto as shown on the security register. The New Notes will be issued only in fully registered form without coupons, in denominations of $1,000 and any integral multiple thereof. (Section 302) See "- Book-Entry Securities; The Depository Trust Company; Delivery and Form." No service charge will be made for any registration of transfer, exchange or redemption of New Notes, except in certain circumstances for any tax or other governmental charge that may be imposed in connection therewith. (Section 305) OPTIONAL REDEMPTION The New Notes will be subject to redemption at any time on or after July 15, 2002, 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 thereof at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning July 15 of the years indicated below: REDEMPTION YEAR PRICE ---- ----------- 2002 104.50% 2003 103.00 2004 101.50 40 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). In addition, at any time on or prior to July 15, 2000, the Company may redeem up to 25% of the original principal amount of New Notes with the net proceeds of a Public Equity Offering of the Company at 109% 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). If less than all of the New Notes are to be redeemed, the Trustee shall select the New Notes or portions thereof to be redeemed pro rata, by lot or by any other method the Trustee shall deem fair and reasonable. (Sections 203, 1101, 1105 and 1107) SINKING FUND There will be no sinking fund. SUBORDINATION The payment of the principal of, premium, if any, and interest on, the New Notes will be subordinated, as set forth in the Indenture, in right of payment to the prior 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 New Notes will be senior subordinated indebtedness of the Company ranking pari passu with all other existing and future senior subordinated indebtedness of the Company and senior to all existing and future Subordinated Indebtedness of the Company. During the continuance of any default in the payment of any Designated Senior Indebtedness no payment (other than payments previously made pursuant to the provisions described under "- Defeasance or Covenant Defeasance of Indenture") or distribution of any assets of the Company of any kind or character (excluding certain permitted equity interests or subordinated securities) shall be made on account of the principal of, premium, if any, or interest on, the Notes or on account of the purchase, redemption, defeasance or other acquisition of, the New Notes unless and until such default has been cured, waived or has ceased to exist or such Designated Senior Indebtedness 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. During the continuance of any non-payment default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated (a "Non-payment Default") and after the receipt by the Trustee from a representative of the holder of any Designated Senior Indebtedness of a written notice of such default, no payment (other than payments previously made pursuant to the provisions described under "- Defeasance or Covenant Defeasance of Indenture") or distribution of any assets of the Company of any kind or character (excluding certain permitted equity or subordinated securities) may be made by the Company on account of the principal of, premium, if any, or interest on, the New Notes or on account of the purchase, redemption, defeasance or other acquisition of, the New Notes for the period specified below (the "Payment Blockage Period"). The Payment Blockage Period shall commence upon the receipt of notice of the Non-payment Default by the Trustee and the Company from a representative of the holder of any Designated Senior Indebtedness and shall end on the earliest of (i) the first date on which more than 179 days shall have elapsed since the receipt of such written notice (provided such Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated), (ii) the date on which such Non-payment Default (and all Non-payment Defaults as to which notice is given after such Payment Blockage Period is initiated) are cured, waived or ceased to exist or on which such Designated Senior Indebtedness is 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 (iii) 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 repre- 41 sentatives of holders of Designated Senior Indebtedness initiating such Payment Blockage Period, after which, in the case of clauses (i), (ii) and (iii), the Company shall promptly resume making any and all required payments in respect of the New Notes, including any missed payments. In no event will a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Company or the Trustee of the notice initiating such Payment Blockage Period (such 179-day period referred to as the "Initial Period"). Any number of notices of Non-payment Defaults may be given during the Initial Period; provided that during any 365-day consecutive period only one Payment Blockage Period during which payment of principal of, or interest on, the New Notes 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 has been cured or waived for a period of not less than 90 consecutive days. (Section 1203) If the Company fails to make any payment on the New Notes when due or within any applicable grace period, whether or not on account of the payment blockage provisions referred to above, such failure would constitute an Event of Default under the Indenture and would enable the holders of the New Notes to accelerate the maturity thereof. See "- Events of Default." The Indenture provides that in the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its assets, or any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or any assignment for the benefit of creditors or any other marshalling of assets or liabilities of the Company, all Senior Indebtedness must be paid in full in cash or cash equivalents or in any other manner acceptable to the holders of Senior Indebtedness, or provision made for such payment, before any payment or distribution (excluding distributions of certain permitted equity or subordinated securities) is made on account of the principal of, premium, if any, or interest on the New Notes. (Section 1202) By reason of such subordination, in the event of liquidation or insolvency, creditors of the Company who are holders of Senior Indebtedness may recover more, ratably, than the holders of the New Notes, and funds which would be otherwise payable to the holders of the New Notes will be paid to the holders of the Senior Indebtedness to the extent necessary to pay the Senior Indebtedness in full in cash or cash equivalents or in any other manner acceptable to the holders of Senior Indebtedness, and the Company may be unable to meet its obligations fully with respect to the New Notes. Each New Guarantee of a Guarantor will be an unsecured senior subordinated obligation of such Guarantor, ranking pari passu with, or senior in right of payment to, all other existing and future Indebtedness of such Guarantor that is expressly subordinated to Guarantor Senior Indebtedness. The Indebtedness evidenced by the New Guarantees will be subordinated to Guarantor Senior Indebtedness to the same extent as the New Notes are subordinated to Senior Indebtedness and during any period when payment on the New Notes is blocked by Designated Senior Indebtedness, payment on the New Guarantees is similarly blocked. "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 the 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 New Notes. 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 42 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 New Notes, (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 United States Code, is without recourse to the Company, (iv) Indebtedness which is represented by Disqualified Equity Interests, (v) any liability for foreign, federal, state, local or other taxes owed or owing by the Company, (vi) Indebtedness of the Company to the extent such liability constitutes Indebtedness 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 the Indenture, (viii) Indebtedness owed by the Company for compensation to employees or for services and (ix) Indebtedness outstanding under the Minority Note. "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 the 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 New 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 New 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 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 the Indenture, (ix) Indebtedness owed by any Guarantor for compensation to employees or for services and (x) any guarantee of the Minority Note. "Designated Senior Indebtedness" is defined as (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. As of June 30, 1997, on a pro forma basis, after giving effect to the sale of the Notes and the application of the net proceeds thereof, the aggregate amount of Senior Indebtedness that ranked senior in right of payment to the Notes would have been $613.3 million, and the aggregate amount of indebtedness that is pari passu in right of payment with the New Notes would have been $400 million. See "Risk Factors - Subordination of the New Notes and the New Guarantees; Asset Encumbrances." The 43 Company's and its Subsidiaries' ability to incur additional Indebtedness is restricted as set forth under "- Certain Covenants - Limitation on Indebtedness." Any Indebtedness which can be incurred may constitute additional Senior Indebtedness or Guarantor Senior Indebtedness. NEW GUARANTEES The Guarantors will, jointly and severally, unconditionally guarantee the due and punctual payment of principal of, premium, if any, and interest on, the New Notes. Such New Guarantees will be subordinated to the Guarantor Senior Indebtedness. See "- Subordination." As of June 30, 1997, on a pro forma basis, after giving effect to the sale of the Notes offered hereby and the application of the net proceeds thereof, the aggregate amount of Guarantor Senior Indebtedness that ranked senior in right of payment to the Guarantees would have been $613.3 million (including $610.2 million of outstanding indebtedness representing guarantees of Senior Indebtedness). In addition, under certain circumstances described under "- Certain Covenants - Limitations on Issuances of Guarantees of and Pledges for Indebtedness," the Company is required to cause the execution and delivery of additional New Guarantees by Restricted Subsidiaries. (Section 1012) In addition, upon 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 of the assets of, any Guarantor, which is in compliance with the Indenture, such Guarantor shall be released from all its obligations under its New Guarantee. The Guarantors consist of all of the Company's existing Subsidiaries other than Cresap Enterprises, Inc., KDSM, Inc., KDSM Licensee Inc. and the Trust which are: Chesapeake Television, Inc., a Maryland corporation, Chesapeake Television Licensee, Inc., a Delaware corporation, FSF-TV, Inc., a North Carolina corporation, KABB Licensee, Inc., a Delaware corporation, KDNL Licensee, Inc., a Delaware corporation, KSMO, Inc., a Maryland corporation, KSMO Licensee, Inc., a Delaware corporation, KUPN Licensee, Inc., a Maryland corporation, SCI-Indiana Licensee, Inc., a Delaware corporation, SCI-Sacramento Licensee, Inc., a Delaware corporation, Sinclair Communications, Inc., a Maryland corporation, Sinclair Radio of Albuquerque, Inc., a Maryland corporation, Sinclair Radio of Albuquerque Licensee, Inc., a Delaware corporation, Sinclair Radio of Buffalo, Inc., a Maryland corporation, Sinclair Radio of Buffalo Licensee, Inc., a Delaware corporation, Sinclair Radio of Greenville, Inc., a Maryland corporation, Sinclair Radio of Greenville Licensee, Inc., a Delaware corporation, Sinclair Radio of Los Angeles, Inc., a Maryland corporation, Sinclair Radio of Los Angeles Licensee, Inc., a Delaware corporation, Sinclair Radio of Memphis, Inc., a Maryland corporation, Sinclair Radio of Memphis Licensee, Inc., a Delaware corporation, Sinclair Radio of Nashville, Inc., a Maryland corporation, Sinclair Radio of Nashville Licensee, Inc., a Delaware corporation, Sinclair Radio of New Orleans, Inc., a Maryland corporation, Sinclair Radio of New Orleans Licensee, Inc., a Delaware corporation, Sinclair Radio of St. Louis, Inc., a Maryland corporation, Sinclair Radio of St. Louis Licensee, Inc., a Delaware corporation, Sinclair Radio of Wilkes-Barre, Inc., a Maryland corporation, Sinclair Radio of Wilkes-Barre Licensee, Inc., a Delaware corporation, Superior Communications of Kentucky, Inc., a Delaware corporation, Superior Communications of Oklahoma, Inc., an OK corporation, Superior KY License Corp., a Delaware corporation, Superior OK License Corp., a Delaware corporation, Tuscaloosa Broadcasting, Inc., a Maryland corporation, WCGV, Inc., a Maryland corporation, WCGV Licensee, Inc., a Delaware corporation, WDBB, Inc., a Maryland corporation, WLFL, Inc., a Maryland corporation, WLFL Licensee, Inc., a Delaware corporation, WLOS Licensee, Inc., a Delaware corporation, WPGH, Inc., a Maryland corporation, WPGH Licensee, Inc., a Maryland corporation, WSMH, Inc., a Maryland corporation, WSMH Licensee, Inc., a Delaware corporation, WSTR, Inc., a Maryland corporation, WSTR Licensee, Inc., a Maryland corporation, WSYX, Inc., a Maryland corporation, WTTE, Channel 28, Inc., a Maryland corporation, WTTE, Channel 28 Licensee, Inc., a Maryland corporation, WTTO, Inc., a Maryland corporation, WTTO Licensee, Inc., a Delaware corporation, WTVZ, Inc., a Maryland corporation, WTVZ Licensee, Inc., a Maryland corporation, WYZZ, Inc., a Maryland corporation, WYZZ Licensee, Inc., a Delaware corporation. 44 CERTAIN COVENANTS The Indenture contains, among others, the following covenants: Limitation on Indebtedness. The Company will not, and will 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 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 (x) on or prior to December 15, 1999, 7:1 or less or (y) after December 15, 1999, 6.5:1 or less. 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 $50.0 million under any revolving credit facility thereunder; (ii) Indebtedness of the Company pursuant to the New Notes and Indebtedness of any Guarantor pursuant to a New 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 the Indenture and listed on Schedule I thereto; (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 the Indenture and is subordinated in right of payment from and after such time as the New Notes shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of the Company's obligations under the New Notes; 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, (x) any such Indebtedness is made pursuant to an intercompany note in the form attached to the Indenture and (y) any such Indebtedness shall be subordinated in right of payment from and after such time as the obligations under the New 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 New Guarantee; provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a 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 (b) 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 " - Limitation on Issuances of Guarantees of and Pledges for Indebtedness;" 45 (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 occurrence; (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 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 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 $10,000,000. (Section 1008) Limitation on Restricted Payments. (a) The Company will not, and will 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); (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 the Indenture does not exceed the sum of: (A) an amount equal to the Company's Cumulative Adjusted EBITDA less 1.4 times the Company's Cumulative Consolidated Interest Expense; and (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). 46 (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 shares of 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 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 New Notes; (3) has a Stated Maturity for its final scheduled principal payment later than the Stated Maturity for the final scheduled principal payment of the New Notes; and (4) is expressly subordinated in right of payment to the New Notes at least to the same extent as the Indebtedness to be refinanced. (Section 1009) Limitation on Transactions with Affiliates. The Company will not, and will 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 47 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 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 the Indenture. (Section 1010) Limitation on Senior Subordinated Indebtedness. The Company will not, and will 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 or such Guarantor, as the case may be, unless such Indebtedness is also pari passu with the New Notes or the New Guarantee of such Guarantor, or subordinate in right of payment to the New Notes or such New Guarantee to at least the same extent as the New Notes or such New Guarantee are subordinate in right of payment to Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, as set forth in the Indenture. (Section 1011) Limitation on Liens. The Company will not, and will 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 the Indenture, or any income or profits therefrom, except if the New Notes 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 the Indenture and listed on a schedule thereto; (b) any Lien arising by reason of (1) 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; (2) taxes not yet delinquent or which are being contested in good faith; (3) security for payment of workers' compensation or other insurance; (4) good faith deposits in connection with tenders, leases, contracts (other than contracts for the payment of money); (5) 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; (6) deposits to secure public or statutory obligations, or in lieu of surety or appeal bonds; (7) certain surveys, exceptions, title defects, encumbrances, easements, 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 (8) 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; (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 "Limitation on Indebtedness" and provided that the provisions described under "Limitation on Issuances of Guarantees of and Pledges for Indebtedness" 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 48 case which Indebtedness is permitted under the provisions of "Limitation on Indebtedness"; 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 1012) Limitation on Sale of Assets. (a) The Company will not, and will 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 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 as determined in writing by a nationally recognized investment banking or appraisal firm); provided however, that in the event 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 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 the 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 New Notes and any Pari Passu Indebtedness required to be repurchased under the instrument governing such Pari Passu Indebtedness as follows: (a) the Company shall make an offer to purchase (an "Offer") from all holders of the New Notes in accordance with the procedures set forth in the Indenture in the maximum principal amount (expressed as a multiple of $1,000) of New Notes that may be purchased out of an amount (the "Note Amount") equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the New Notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price of all New Notes tendered) and (b) 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 Note 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 New Notes 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 the Indenture. To the extent that the aggregate Offered Price of the New Notes tendered pursuant to the Offer is less than the Note Amount relating thereto or 49 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 Notes 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. (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 New Notes 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 New Notes 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 New Notes 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 Note Amount is less than the aggregate Offered Price of all New Notes 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 will not, and will 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 the Indenture listed on a schedule thereto as such Indebtedness may be refinanced from time to time, provided that such restrictions are no less favorable to the holders of the New Notes than those existing on the date of the 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 New Notes or, if such Offer is made, to pay for the New Notes tendered for purchase. (Section 1013) Limitation on Issuances of Guarantees of and Pledges for Indebtedness. (a) The Company will 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 the Indenture providing for a guarantee of payment of the New Notes 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 New Notes 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 New Notes are subordinated to Senior Indebtedness of the Company under the Indenture. (b) The Company will 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 the Indenture providing for a guarantee of the New Notes on the same terms as the guarantee of such Indebtedness except that if the New Notes 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 New Notes are subordinated to such Indebtedness under the Indenture. 50 (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 New Notes 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 the Indenture or (ii) (with respect to any Guarantees created after the date of the 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 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 1014) Restriction on Transfer of Assets. The Company and the Guarantors will 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, leases 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 1015) Purchase of New Notes Upon a Change of Control. If a Change of Control shall occur at any time, then each holder of New Notes shall have the right to require that the Company purchase such holder's New Notes 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 New Notes, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date"), pursuant to the offer described below (the "Change of Control Offer") and the other procedures set forth in the Indenture. Within 30 days following any Change of Control, the Company shall notify the Trustee thereof and give written notice of such Change of Control to each holder of New Notes, by first-class mail, postage prepaid, at his address appearing in the security register, stating, among other things, the purchase price and that the purchase date 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; that any New Note not tendered will continue to accrue interest; that, unless the Company defaults in the payment of the purchase price, any New Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and certain other procedures that a holder of New Notes must follow to accept a Change of Control Offer or to withdraw such acceptance. If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Change of Control Purchase Price for all of the New Notes that might be delivered by holders of the New Notes seeking to accept the Change of Control Offer. The holders of the Old Notes have rights upon a Change of Control that are similar to the rights of holders of the New Notes. A Change of Control will also result in an event of default under the Bank Credit Agreement and could result in the acceleration of all indebtedness under the Bank Credit Agreement. Moreover, the Bank Credit Agreement prohibits the repurchase of the New Notes by the Company. The failure of the Company to make or consummate the Change of Control Offer or pay the Change of Control Purchase Price when due will result in an Event of Default under the Indenture. The term "all or substantially all" as used in the definition of "Change of Control" has not been interpreted under New York law (which is the governing law of the Indenture) to represent a specific 51 quantitative test. As a consequence, in the event the holders of the New Notes elected to exercise their rights under the Indenture and the Company elected to contest such election, there could be no assurance as to how a court interpreting New York law would interpret the phrase. The existence of a holder's right to require the Company to repurchase such holder's New Notes upon a Change of Control may deter a third party from acquiring the Company in a transaction which constitutes a Change of Control. "Change of Control" means the occurrence of either of the following events: (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the "beneficial owner" (as defined in Rules 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 662/3% 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 as described under "Limitation on Restricted Payments" (and such amount shall be treated as a Restricted Payment subject to the provisions in the Indenture described under "- Limitation on Restricted Payments") 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 "Consolidation, Merger, Sale of Assets." "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 clauses (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. The provisions of the Indenture will not afford holders of New Notes the right to require the Company to repurchase the New Notes in the event of a highly leveraged transaction or certain transactions with the Company's management or its affiliates, including a reorganization, restructuring, merger or similar transaction (including, in certain circumstances, an acquisition of the Company by management or its Affiliates) involving the Company that may adversely affect holders of the New Notes, if such transaction is not a transaction defined as a Change of Control. A transaction involving the Company's management or its Affiliates, or a transaction involving a recapitalization of the Company, will result in a Change of Control if it is the type of transaction specified by such definition. 52 The Company will 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. The Company will not, and will not permit any Subsidiary to, create or permit to exist or become effective any restriction (other than restrictions existing under Indebtedness as in effect on the date of the Indenture) that would materially impair the ability of the Company to make a Change of Control Offer to purchase the New Notes or, if such Change of Control Offer is made, to pay for the New Notes tendered for purchase. (Section 1016) Limitation on Subsidiary Equity Interests. The Company will not permit any Restricted Subsidiary of the Company to issue any Equity Interests, except for (i) Equity Interests issued to and held by the Company or a Wholly Owned Restricted Subsidiary, and (ii) 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 1017) Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary 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 the Indenture and listed as a schedule thereto; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the date of the 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 New Notes 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 the Indenture; and (d) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which on Asset Sale permitted under "Limitations on Sale of Assets" 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. (Section 1018) Limitation on Unrestricted Subsidiaries. The Company will not make, and will 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 the "Limitation on Restricted Payments" covenant. 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 1019) Provision of Financial Statements. The Indenture provides that, whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company will, 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 Section 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 53 (x) within 15 days of each Required Filing Date (i) transmit by mail to all holders, as their names and addresses appear in the New Note 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. (Section 1020) Additional Covenants. The Indenture also contains covenants with respect to the following matters: (i) payment of principal, premium and interest; (ii) maintenance of an office or agency; (iii) arrangements regarding the handling of money held in trust; (iv) maintenance of corporate existence; (v) payment of taxes and other claims; (vi) maintenance of properties; and (vii) maintenance of insurance. CONSOLIDATION, MERGER, SALE OF ASSETS The Company shall not, in a single transaction or 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 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 or transactions, in the aggregate, would result in a 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 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 Notes and the Indenture, and the Indenture 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 the 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 the Indenture) could incur $1.00 of additional Indebtedness under the provisions of "- Certain Covenants - Limitation on Indebtedness" (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 the Indenture and the New Notes; (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 "- Certain Covenants - Limitation on Liens" 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, lease or other transaction and the supplemental indenture in respect thereto comply with the provisions of the Indenture and that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. Each Guarantor will not, and the Company will not permit a Guarantor to, in a single transaction or 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 54 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 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 a supplemental indenture, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under the Notes and the Indenture; (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 the Indenture, and thereafter all obligations of the predecessor shall terminate. The provisions of this paragraph shall not apply to any transaction (including an Asset Sale made in accordance with "- Certain Covenants - Limitations on Sale of Assets") with respect to any Guarantor if the Guarantee of such Guarantor is released in connection with such transaction in accordance with paragraph (c) of "- Certain Covenants - Limitations on Issuances of Guarantees of and Pledges for Indebtedness." (Section 801) In the event of any transaction (other than a lease) described in and complying with the conditions listed in the immediately preceding paragraphs in which the Company or any Guarantor is not the continuing corporation, the successor Person formed or remaining 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, and the Company or such Guarantor, as the case may be, would be discharged from its obligations under the Indenture, the New Notes or its New Guarantee, as the case may be. (Section 802) EVENTS OF DEFAULT An Event of Default will occur under the Indenture if: (i) there shall be a default in the payment of any interest on any New Note when it becomes due and payable, and such default shall continue for a period of 30 days; (ii) there shall be a default in the payment of the principal of (or premium, if any, on) any New Note at its Maturity (upon acceleration, optional or mandatory redemption, required repurchase or otherwise); (iii) (a) there shall be a default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor under the Indenture (other than a default in the performance, or breach, of a covenant or agreement which is specifically dealt with in clause (i) or (ii) or in clause (b), (c) or (d) of this clause (iii)) and such default or breach shall continue for a period of 30 days after written notice has been given, by certified mail, (x) to the Company by the Trustee or (y) to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding New Notes; (b) there shall be a default in the performance or breach of the provisions described in "- Consolidation, Merger, Sale of Assets;" (c) the Company shall have failed to make or consummate an Offer in accordance with the provisions of "- Certain Covenants - Limitation on Sale of Assets;" or (d) the Company shall have failed to make or consummate a Change of Control Offer in accordance with the provisions of "- Certain Covenants - Purchase of Notes Upon a Change of Control;" (iv) 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; (v) any New 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, enforceable in accordance with its terms, except to the extent contemplated by the Indenture and any such New Guarantee; 55 (vi) one or more judgments, orders or decrees for the payment of money in excess of $5,000,000, either individually or in the aggregate (net of amounts covered by 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; (vii) 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); (viii) there shall have been the entry by a court of competent jurisdiction of (a) a decree or order for relief in respect of the Company, any Guarantor or any Restricted Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or (b) 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 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 (ix) (a) 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, (b) 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, (c) 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, (d) the Company, any Guarantor or any Restricted Subsidiary (x) consents to the filing of such petition or the appointment of, or taking possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company, any Guarantor or such Restricted Subsidiary or of any substantial part of their respective property, (y) makes an assignment for the benefit of creditors or (z) admits in writing its inability to pay its debts generally as they become due or (e) the Company, any Guarantor or any Restricted Subsidiary takes any corporate action in furtherance of any such actions in this paragraph (ix). (Section 501) If an Event of Default (other than as specified in clauses (viii) and (ix) of the prior paragraph) shall occur and be continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the New Notes outstanding may, and the Trustee at the request of such holders shall, declare all unpaid principal of, premium, if any, and accrued interest on, all the New Notes 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 New Notes); 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 New Notes by appropriate judicial proceeding. If an Event of Default specified in clause (viii) or (ix) of the prior paragraph occurs and is continu- 56 ing, then all the New Notes shall ipso facto become and be immediately due and payable, in an amount equal to the principal amount of the New Notes, together with accrued and unpaid interest, if any, to the date the New Notes 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 of the New Notes, the holders of the New Notes shall give notice to the agent under the Bank Credit Agreement of such acceleration. After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in aggregate principal amount of New Notes outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration 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 the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all New Notes, (iii) the principal of and premium, if any, on any New Notes which have become due otherwise than by such declaration of acceleration and interest thereon at a rate borne by the New Notes and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the New Notes; and (b) all Events of Default, other than the non-payment of principal of the New Notes which have become due solely by such declaration of acceleration, have been cured or waived. (Section 502) The holders of not less than a majority in aggregate principal amount of the New Notes outstanding may on behalf of the holders of all the New Notes waive any past default under the Indenture and its consequences, except a default in the payment of the principal of, premium, if any, or interest on any New Note, or in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the holder of each New Note outstanding. (Section 513) The Company is also required to notify the Trustee within five business days of the occurrence of any Default. (Section 501) The Company is required to 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, a written statement as to compliance with the Indenture, including whether or not any default has occurred. (Section 1021) The Trustee is under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the holders of the New Notes unless such holders offer to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred thereby. (Section 602) The Trust Indenture Act contains limitations on the rights of the Trustee, should it become a creditor of the Company or any Guarantor, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions, provided that if it acquires any conflicting interest it must eliminate such conflict upon the occurrence of an Event of Default or else resign. DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURE The Company may, at its option, at any time, elect to have the obligations of the Company, each of the Guarantors and any other obligor upon the New Notes discharged with respect to the outstanding New Notes ("defeasance"). Such defeasance means that the Company, each of the Guarantors and any other obligor under the Indenture shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding New Notes, except for (i) the rights of holders of outstanding New Notes to receive payments in respect of the principal of, premium, if any, and interest on such New Notes when such payments are due, (ii) the Company's obligations with respect to the New Notes concerning issuing temporary New Notes, registration of New Notes, mutilated, destroyed, lost or stolen New Notes, and the maintenance of an office or agency for payment and money for security payments held in trust, (iii) the rights, powers, trusts, duties and immunities of the Trustee, and (iv) the defeasance provisions of the Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and any Guarantor released with respect to certain covenants that are described in the Indenture ("covenant defeasance") and any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the New Notes. In the event covenant defeasance 57 occurs, certain events (not including non-payment, enforceability of any Guarantee, bankruptcy and insolvency events) described under "- Events of Default" will no longer constitute an Event of Default with respect to the New Notes. (Sections 401, 402 and 403) In order to exercise either defeasance or covenant defeasance, (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the New Notes, cash in United States dollars, U.S. Government Obligations (as defined in the Indenture), or a combination thereof, in such amounts as will be 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 Trustee, to pay and discharge the principal of, premium, if any, and interest on the outstanding New Notes on the Stated Maturity of such principal or installment of principal or interest (or on any date after July 15, 2002 (such date being referred to as the "Defeasance Redemption Date"), if when exercising either defeasance or covenant defeasance, the Company has delivered to the Trustee an irrevocable notice to redeem all of the outstanding New Notes on the Defeasance Redemption Date); (ii) in the case of defeasance, 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 the 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 New Notes 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; (iii) in the case of covenant defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States to the effect that the holders of the outstanding New Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as clause (vii) or (viii) under the first paragraph under "- Events of Default" are concerned, at any time during the period ending on the 91st day after the date of deposit; (v) such defeasance or covenant defeasance shall not cause the Trustee for the New Notes to have a conflicting interest with respect to any securities of the Company or any Guarantor; (vi) such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, the Indenture or any other material agreement or instrument to which the Company or any Guarantor is a party or by which it is bound; (vii) 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 the 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; (viii) 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 New Notes or any New 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; (ix) 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 New Notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and (x) 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 or the covenant defeasance, as the case may be, have been complied with. (Section 404) SATISFACTION AND DISCHARGE The Indenture will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of new notes, as expressly provided for in the Indenture) as to all outstanding New Notes when (a) either (i) all the New Notes theretofore authenticated and delivered (except lost, stolen or destroyed New Notes which have been replaced or paid) have been delivered to the Trustee for cancellation or (ii) all 58 New Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (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 has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the New Notes not theretofore delivered to the Trustee for cancellation, including 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 under the Indenture by the Company or any Guarantor; and (c) the Company has delivered to the Trustee an officers' certificate and an opinion of counsel stating that (i) all conditions precedent under the Indenture relating to the satisfaction and discharge of the 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, the 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. (Section 1301) MODIFICATIONS AND AMENDMENTS Modifications and amendments of the Indenture may be made by the Company, any Guarantor and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding New Notes; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding New Note affected thereby: (i) change the Stated Maturity of the principal of, or any installment of interest on, any New Note 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 New Note 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); (ii) 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 "- Certain Covenants - Limitation on Sale of Assets" 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 "- Certain Covenants - Purchase of New Notes Upon a Change of Control," including amending, changing or modifying any definitions with respect thereto; (iii) reduce the percentage in principal amount of outstanding New Notes, 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 the Indenture or certain defaults or with respect to any Guarantee; (iv) modify any of the provisions relating to supplemental indentures requiring the consent of holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of outstanding New Notes required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each New Note affected thereby; (v) except as otherwise permitted under "- Consolidation, Merger, Sale of Assets," consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under the Indenture; or (vi) amend or modify any of the provisions of the Indenture relating to the subordination of the New Notes or any Guarantee in any manner adverse to the holders of the New Notes or any New Guarantee. (Section 902) The holders of a majority in aggregate principal amount of the New Notes outstanding may waive compliance with certain restrictive covenants and provisions of the Indenture. (Section 1022) GOVERNING LAW The Indenture, the New Notes and the New Guarantees will be governed by, and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of law principles thereof. PAYMENT AND PAYING AGENT Payments in respect of the Global Note shall be made to DTC, which shall credit the relevant accounts at DTC on the applicable Interest Payment Dates or, if the New Notes are not held by DTC, such payments shall be made at the office or agency of the Paying Agent maintained for such purpose, 59 or at the option of the Company, by check mailed to the address of the holder entitled thereto as such address shall appear on the New Notes Register. The Paying Agent shall initially be First Union National Bank of Maryland. The Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Company. In the event that First Union National Bank of Maryland chooses no longer to be the Paying Agent, the Company shall appoint a successor (which shall be a bank or trust company) acceptable to the Company to act as Paying Agent. BOOK-ENTRY SECURITIES; THE DEPOSITORY TRUST COMPANY; DELIVERY AND FORM DTC will act as notes depository for the New Notes. Except as described in the next paragraph, the New Notes initially will be represented by a Global Note. The Global Note will be deposited on the date of initial issuance with, or on behalf of DTC and registered in the name of Cede & Co. (DTC's nominee). The New Notes issued to institutional Accredited Investors will be issued as Certificated Notes. Upon the transfer to a QIB of any Certificated Note initially issued to a Non-Global Notes holder, such Certificated Note will, unless the Global Note has previously been exchanged in whole for Certificated Notes, be exchanged for an interest in the Global Note. The laws of certain jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form. Such laws may impair the ability to own, transfer or pledge beneficial interests in the Global Note as represented by a global certificate. DTC has informed the Company that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement of securities transactions among Participants through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations ("Direct Participants"). DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its Participants are on file with the Commission. Exchanges of New Notes that are represented by a Global Note within the DTC system must be made by or through Direct Participants, which will receive a credit for the New Notes on DTC's records. The ownership interest of each actual owner of each New Note ("Beneficial Owner") is in turn to be recorded on the Direct Participants and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their holdings, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct Participants or Indirect Participants through which the Beneficial Owners hold New Notes. Transfers of ownership interests in the New Notes are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in New Notes, except as described below. DTC will have no knowledge of the actual Beneficial Owners of the New Notes; DTC's records will reflect only the identity of the Direct Participants to whose accounts such New Notes will be credited, which may or may not be the Beneficial Owners. The Participants will be responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. 60 Redemption notices shall be sent to DTC. If less than all of the New Notes are being redeemed, DTC will reduce the amount of the interest of each Direct Participant in such New Notes in accordance with its procedures. Although voting with respect to the New Notes is limited in those cases where a vote is required, neither DTC nor Cede & Co. will itself consent or vote with respect to New Notes. Under its usual procedures, DTC would mail an Omnibus Proxy to the Company as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the New Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy). Distribution payments on the New Notes will be made by the Company to DTC. DTC's practice is to credit Direct Participants' accounts on the relevant payment date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payments on such payment date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices and will be the responsibility of each such Participant and not of DTC or any Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of distributions to DTC is the responsibility of the Company, disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants. Except as provided herein, a Beneficial Owner of an interest in a Global Note will not be entitled to receive physical delivery of New Notes. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the New Notes. DTC may discontinue providing its services as securities depository with respect to the New Notes at any time by giving reasonable notice to the Company. Under such circumstances, in the event that a successor securities depositary is not obtained, Certificated Securities representing the New Notes will be printed and delivered. If an Event of Default occurs under the Indenture or if the Company decides to discontinue use of the system of book-entry transfers through DTC (or a successor depositary), Certificated Securities representing the New Notes will be printed and delivered. The New Notes will be delivered in certificated form if (i) DTC 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 New Notes, (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 the lapse of time or both, would constitute an Event of Default with respect to the New Notes represented by such Global Note and such Event of Default or event continues for a period of 90 days. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources the Company believe to be reliable. Neither the Company nor any Trustee has any responsibility for the accuracy of such information or performance by DTC or its Participants of their respective obligations as described herein or under the rules and procedures governing their respective operations. If the New Notes are issued to the public, the issuing entity will also seek to have such securities represented by a global certificate or certificates registered in the name of DTC or its nominees if permitted under the rules of DTC. REGISTRAR AND TRANSFER AGENT The First Union National Bank will act as registrar and transfer agent for the New Notes (the "Notes Registrar"). As described under "- Book-Entry Securities; The Depository Trust Company; Delivery and Form," so long as the New Notes are in book-entry form, registration of transfers and exchanges of New Notes will be made through Direct Participants and Indirect Participants in DTC. If physical certificates representing the New Notes are issued, registration of transfers and exchanges of New Notes will be 61 effected without charge by or on behalf of the Company, but, in the case of a transfer, upon payment (with the giving of such indemnity as the Company may require) in respect of any tax or other governmental charges which may be imposed in relation to it. The Company will not be required to register or cause to be registered any transfer of New Notes during a period beginning 15 days prior to the mailing of notice of redemption of New Notes and ending on the day of such mailing. 62 DESCRIPTION OF THE OLD NOTES The terms of the Old Notes are identical in all material respects to those of the New Notes, except that the Old Notes (i) have not been registered under the Securities Act, and, accordingly, contain terms with respect to transfer restrictions, (ii) are entitled to certain registration rights under the Registration Rights Agreement (which rights will terminate upon consummation of the Exchange Offer, except under limited circumstances), and (iii) are entitled under the Registration Rights Agreement to an increase in the rate of interest payments thereon in the event that the Company fails to comply with certain terms of the Registration Rights Agreement relating to the Exchange Offer. Certain relevant terms of the Registration Rights Agreement are described more fully below. The Registration Rights Agreement provides that, in the event that (i) due to a change in applicable law or current interpretations by the Commission, the Company and the Guarantors are not permitted to effect the Exchange Offer for all of the Old Notes, (ii) the Exchange Offer is not for any other reason consummated by December 14, 1997, (iii) any holder of the Old Notes shall, within 30 days after consummation of the Exchange Offer, notify the Company and the Guarantors that such holder (x) is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (y) may not resell New Notes 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 New Notes acquired directly from the Company and the Guarantors or an "affiliate" of the Company or any Guarantor, or (iv) at the request of either of the Initial Purchasers, then in addition to or in lieu of conducting the Exchange Offer, the Company and the Guarantors will be required to file a registration statement (a "Shelf Registration Statement") covering resales (a) by the holders of the Old Notes in the event the Company and the Guarantors are not permitted to effect the Exchange Offer pursuant to the foregoing clause (i) or the Exchange Offer is not consummated by December 14, 1997 pursuant to the foregoing clause (i) or (ii) or (b) by the holders of Old Notes with respect to which the Company receives notice pursuant to the foregoing clauses (iii) or (iv), and will use their best efforts to cause any such Shelf Registration Statement to become effective and to keep such Shelf Registration Statement continuously effective for two years from the effective date thereof or such shorter period that will terminate when all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company and the Guarantors shall, if they file a Shelf Registration Statement, provide to each holder of the Old Notes copies of the related prospectus and notify each such holder when the Shelf Registration Statement has become effective. A holder that sells Old Notes pursuant to a Shelf Registration Statement generally will be required to be named as a selling securityholder in the related prospectus and to deliver a current prospectus to purchasers, and will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales. Under the Registration Rights Agreement, the Company and the Guarantors have agreed to use their best efforts to commence the Exchange Offer and issue the New Notes in exchange for all Old Notes validly tendered in accordance with the terms of the Exchange Offer prior to the close of the Exchange Offer, or, in addition or in the alternative, cause such Shelf Registration Statement to remain continuously effective for two years from the effective date thereof or such shorter period that will terminate when all of the Old Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. Each holder of the Old Notes, by virtue of being a holder, is bound by the provisions of the Registration Rights Agreement, which may require the holder to furnish notice or other information to the Company and the Guarantors as a condition to certain obligations of the Issuers to file a Shelf Registration Statement by a particular date or to maintain its effectiveness for the prescribed two-year period. If the Company and the Guarantors fail to comply with the above provisions, the Company and the Guarantors jointly and severally agreed to pay liquidated damages ("Penalty Amounts") to each holder of Old Notes or New Notes that are subject to transfer restrictions as follows. If either (A) the Company and the Guarantors have not exchanged New Notes for all Old Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to December 14, 1997 or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be 63 effective prior to two years from its original effective date or such shorter period that will terminate when all of the Old Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, then, subject to certain exceptions, Penalty Amounts shall be accrued on the Old Notes over and above the stated payment rates at a rate of .50% per annum for the first 60 days immediately following (x) December 15, 1997 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 Amounts rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; provided, however, that the Penalty Amounts rate on the applicable Old Notes may not exceed 1.5% per annum; and provided further that upon the exchange of New Notes for all Old Notes 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 Amounts as a result of such clause (i), (ii) or (iii) shall cease to accrue. Any Penalty Amounts due pursuant to clause (i), (ii) or (iii) above will be payable in cash on the various payment dates related to the respective securities. The Penalty Amounts will be determined by multiplying the applicable Penalty Amounts rate by the Principal Amount of the Old Notes, multiplied by a fraction, the numerator of which is the number of days such Penalty Amount rate was applicable during such period, and the denominator of which is 360. The foregoing summary of certain provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the Registration Rights Agreement. Copies of the Registration Rights Agreement are available from the Company or the Initial Purchasers upon request. Holders of the Old Notes should review the information set forth under "Risk Factors - Certain Consequences of a Failure to Exchange Old Notes" and "Description of the New Notes." CERTAIN DEFINITIONS "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. "Adjusted EBITDA" means, for any period, the Consolidated Net Income 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, 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, 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 (including amortization of goodwill and other intangibles, including Film Contracts and write-downs of Film Contracts, minus (f) 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). "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 Interest 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 64 definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "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 the provisions described under "- Consolidation, Merger, Sale of Assets," (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 the Indenture or (C) that aggregates not more than $1,000,000 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 the 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 Amended and Restated Credit Agreement, dated as of May 20, 1997, between Sinclair, the subsidiaries of Sinclair identified on the signature pages thereof under the caption "SUBSIDIARY GUARANTORS," the lenders named therein and The Chase Manhattan Bank as agent, as such agreement may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructurings, replacements, supplementations or other modifications of the foregoing). For all purposes under the 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 "Certain Covenants - Limitation on Indebtedness;" 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 clause (i) of the definition of "Permitted Indebtedness." "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. "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. "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 the 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 the Indenture, and thereafter "Company" shall mean such successor Person. 65 "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 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. "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. "Default" means any event which is, or after notice or passage of any time or both would be, an Event of Default. "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 New Notes or are redeemable at the option of the holder thereof at any time prior to any such Stated Maturity, 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. 66 "Exchange Act" means the Securities Exchange Act of 1934, as amended. "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 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 the Indenture. "Governmental Approval" means the final non-appealable grant by the Federal Communications Commission of the Permitted Acquisition to the extent required by applicable rules and regulations of the Federal Communications Commission. "Guarantee" means the guarantee by any Guarantor of the Company's Indenture Obligations pursuant to a guarantee given in accordance with the Indenture. "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. "Guarantor" means the Subsidiaries listed as guarantors in the Indenture or any other guarantor of the Indenture Obligations. The Guarantors currently consist of all the Company's Subsidiaries other than Cresap Enterprises, Inc., KDSM, Inc., KDSM Licensee Inc. and the Trust. "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 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 67 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 any obligations of the Company and its Restricted Subsidiaries with respect to Film Contracts entered into in the ordinary course of business. 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 the 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. "Indenture Obligations" means the obligations of the Company and any other obligor under the Indenture or under the New Notes, 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 the Indenture, the New Notes and the performance of all other obligations to the Trustee and the holders under the Indenture and the New Notes, according to the terms 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. "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/or other types of interest rate hedging agreements from time to time. "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. "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. 68 "Maturity," when used with respect to any Note, means the date on which the principal of such Note becomes due and payable as provided in the Note or as provided in the 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. "Minority Note" means the promissory note, dated December 26, 1986, made by the Company to Frederick M. Himes, B. Stanley Resnick and Edward A. Johnston, as representatives, pursuant to a stock purchase agreement, dated December 22, 1986, among the Company, Commercial Radio Institute, Inc., Chesapeake Television, Inc. and certain individuals. "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 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 "- Certain Covenants - Limitation on Restricted Payments," 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. "Net Debt to Adjusted EBITDA 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), less cash and cash equivalents to (b) adjusted EBITDA 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). 69 "Pari Passu Indebtedness" means any Indebtedness of the Company or any Guarantor that is pari passu in right of payment to the New Notes or any Guarantees, as the case may be. "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. "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. "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. "Restricted Subsidiary" means a Subsidiary of the Company other than an Unrestricted Subsidiary. "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. "Securities Act" means the Securities Act of 1933, as amended. "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 New Notes or any New 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. "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 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 Investors Service, Inc. ("Moody's") or any successor rating agency or "A-1" (or higher) according to Standard & Poor's Corporation ("S&P") or any successor rating agency, (iii) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation 70 (other than an Affiliate or Subsidiary of the Company) 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 having capital and surplus in excess of $500,000,000. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended. "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 the "Certain Covenants - Limitation on Unrestricted Subsidiaries" covenant. 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 the "Certain Covenants Limitation on Indebtedness" covenant. Cresap Enterprises, Inc., KDSM, Inc., KDSM Licensee, Inc. and the Trust 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. "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 Subsidiary. The Wholly Owned Restricted Subsidiaries of the Company currently consist of all the Company's Subsidiaries other than Cresap Enterprises, Inc., KDSM, Inc. and KDSM Licensee, Inc. 71 CERTAIN FEDERAL INCOME TAX CONSEQUENCES The following summary describes certain United States federal income tax consequences of the acquisition, ownership and disposition of the New Notes. The summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), and regulations, rulings and judicial decisions as of the date hereof, all of which may be repealed, revoked or modified so as to result in federal income tax consequences different from those described below. Such changes could be applied retroactively in a manner that could adversely affect holders of the New Notes. In addition, the authorities on which this summary is based are subject to various interpretations. It is therefore possible that the consequences of the acquisition, ownership and disposition of the New Notes may differ from the treatment described below. The tax treatment of a holder of the New Notes may vary depending upon the particular situation of the holder. This summary is limited to investors who will hold the New Notes as capital assets within the meaning of Section 1221 of the Code and does not deal with holders that may be subject to special tax rules (including, but not limited to, insurance companies, tax-exempt organizations, financial institutions, dealers in securities or currencies, holders whose functional currency is not the U.S. dollar or holders who will hold the New Notes as a hedge against currency risks or as part of a straddle, synthetic security, conversion transaction or other integrated investment comprised of the New Notes and one or more other investments). Moreover, the summary is applicable only to holders that acquire New Notes for Old Notes pursuant to the Exchange Offer. As used herein, the term "U.S. Holder" means an individual who is a citizen or resident of the United States (including certain former citizens and former long-time residents); a partnership, corporation or other entity organized in or under the laws of the United States or any state thereof; an estate the income of which is subject to federal income taxation regardless of its source; or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States fiduciaries have the authority to control all the substantial decisions of the trust. This summary is for general information only and does not constitute, nor should it be considered as, legal or tax advice to prospective holders of the New Notes. Moreover, the summary does not address all aspects of federal income taxation that may be relevant to holders of the New Notes in light of their particular circumstances, and it does not address any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. Prospective holders should consult their own tax advisors as to the particular tax consequences to them of acquiring, holding or disposing of the New Notes. CONSEQUENCES OF THE EXCHANGE OFFER An exchange of Old Notes for New Notes pursuant to the Exchange Offer should not be treated as an "exchange" for federal income tax purposes because the New Notes should not be considered to differ materially in kind or extent from the Old Notes. Rather, the New Notes received by a holder should be treated as a continuation of the Old Notes in the hands of that holder. As a result, there should be no federal income tax consequences for holders who exchange Old Notes for New Notes. Such holders will have the same tax basis and holding period in the New Notes as the Old Notes exchanged therefor. For purposes of the following discussion, it is assumed that the New Notes and the Old Notes exchanged therefor will be treated as the same instruments for U.S. federal income tax purposes, and accordingly references to a "Note" (or with correlative meaning "Notes") include both a New Note and the Old Note for which that New Note is exchanged. INTEREST AND ORIGINAL ISSUE DISCOUNT The Notes will be treated as having been issued at an original issue discount. The original issue discount for a Note will be equal to the excess of the "stated redemption price at maturity" of the Note over its issue price (defined as the first price at which a substantial amount of Notes of the same issue is sold to the public). The "stated redemption price at maturity" of a Note is the total of all payments provided by the Note that are not payments of "qualified stated interest." A U.S. Holder will be re- 72 quired to include original issue discount on a Note in income as it accrues (using the constant-yield method described in the applicable United States Treasury Regulations), which will result in recognition of income before the receipt of cash attributable to such income. Qualified stated interest on a Note will be taxable to a U.S. Holder as ordinary interest income at the time it is accrued or is received in accordance with the U.S. Holder's method of accounting for tax purposes. A "qualified stated interest" payment is a payment of stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually during the entire term of the Note, including short periods at a single fixed rate. A U.S. Holder may elect to treat all interest on a Note as original issue discount and calculate the amount includable in gross income under the constant-yield method. The election is made for the year in which the U.S. Holder acquired the Note, and may not be revoked without the consent of the United States Internal Revenue Service. A U.S. Holder that purchased an Old Note at a market discount, as defined in Section 1278 of the Code, will be subject to the market discount rules of the Code with respect to a New Note exchanged for that Old Note. A U.S. Holder that purchased an Old Note with bond premium, as defined in Section 171 of the Code, will be subject to the bond premium amortization rules of the Code with respect to a New Note exchanged for that Old Note. PURCHASE, SALE AND RETIREMENT OF THE NOTES A U.S. Holder's adjusted tax basis in a Note will be its cost, (i) increased by the amount of any original issue discount and accrued market discount included in the U.S. Holder's income with respect to the Note, and (ii) reduced by the amount of any cash payments that are not qualified stated interest payments and any amortized bond premium with respect to the Note. A U.S. Holder will recognize gain or loss on the sale or retirement of a New Note equal to the difference between the amount realized on the sale or retirement and the U.S. Holder's adjusted tax basis in the Note. As a general rule (with the exception, among other things, of amounts attributable to accrued but unpaid interest and accrued market discount not previously included in income), gain or loss recognized on the sale or retirement of a New Note will be capital gain or loss. For certain non-corporate U.S. Holders (including individuals), the rate of taxation of capital gain will depend upon (i) the U.S. Holder's holding period for the Note (with the lowest rate available only for a Note held more than 18 months) and (ii) the U.S. Holder's marginal tax rate for ordinary income. U.S. Holders should consult their tax advisors with respect to applicable rates and holding periods, and netting rules for capital losses. 73 PLAN OF DISTRIBUTION Each broker-dealer that receives New Notes for its own account in connection with the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by Participating Broker-Dealers during the period referred to below in connection with resales of New Notes received in exchange for Old Notes if such Old Notes were acquired by such Participating Broker-Dealers for their own accounts as a result of market-making activities or other trading activities. The Company has agreed that this Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer in connection with resales of such New Notes for a period ending 180 days after the Registration Statement of which this Prospectus constitutes a part is declared effective. See "The Exchange Offer - Resales of New Notes." New Notes received by broker-dealers for their own accounts in connection with the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account in connection with the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit on any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The Company shall not be liable for any delay by the Depository or any Participant or Indirect Participant in identifying the beneficial owners of the related New Notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from the Depository for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the New Notes to be issued). This Prospectus also relates to the resale of New Notes by certain holders who may have the right pursuant to the Registration Rights Agreement to require the Company and the Trust to register the resale of the New Notes because such holders are not eligible to rely on the registration of the New Notes to resell the New Notes or because such holders are not eligible to exchange their Old Notes for New Notes. If any holders of New Notes seek to resell their New Notes pursuant to this Prospectus, such holders, as well as the plan of distribution for such resales will be identified in a Prospectus Supplement. LEGAL MATTERS The validity of the New Notes being offered hereby and certain other legal matters regarding the New Notes will be passed upon for the Company by Thomas & Libowitz, P.A., Baltimore, Maryland, counsel to the Company, and by Wilmer, Cutler & Pickering, Baltimore, Maryland, special securities counsel and tax counsel to the Company. 74 EXPERTS The Consolidated Financial Statements and schedules of the Company as of December 31, 1995 and 1996 and for each of the years ended December 31, 1994, 1995 and 1996, incorporated by reference in this Prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in giving said reports. The consolidated financial statements of River City Broadcasting, L.P. as of December 31, 1995 and 1994 and for each of the years in the three-year period ended December 31, 1995 have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The financial statements of Paramount Stations Group of Kerrville, Inc. as of December 31, 1994 and August 3, 1995 and for the year ended December 31, 1994 and the period from January 1, 1995 through August 3, 1995, incorporated by reference in this Prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in giving said reports. The financial statements of KRRT, Inc. as of December 31, 1995 and for the period from July 25, 1995 through December 31, 1995, incorporated by reference in this Prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in giving said reports. The consolidated financial statements of Superior Communications Group, Inc. at December 31, 1995 and 1994, and for each of the two years in the period ended December 31, 1995, incorporated by reference in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference herein, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The financial statements of Flint TV, Inc. as of December 31, 1994 and 1995 and for each of the years ended December 31, 1994 and 1995, incorporated by reference in this Prospectus and elsewhere in this registration statement have been audited by Arthur Andersen LLP, independent public accountants, as stated in their reports with respect thereto, and are incorporated herein in reliance on the authority of said firm as experts in giving said reports. The financial statements of Kansas City TV 62 Limited Partnership and Cincinnati TV 64 Limited Partnership as of and for the year ended December 31, 1996 incorporated in this prospectus by reference to the Form 8-K of Sinclair Broadcast Group, Inc. dated May 9, 1996 (filed May 17, 1996) have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The financial statements of Heritage Media Services, Inc. -- Broadcasting Segment as of and for the year ended December 31, 1996, incorporated by reference in this Prospectus and elsewhere in this Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as stated in their reports with respect thereto, and are incorporated herein in reliance on the authority of said firm as experts in giving said reports. 75 ========================================================== ========================================================== NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFER OFFER FOR ALL OUTSTANDING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY 9% SENIOR SUBORDINATED NOTES DUE 2007 REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF IN EXCHANGE FOR GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT 9% SENIOR SUBORDINATED NOTES DUE 2007 BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A OF SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE NEW NOTES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SBG SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SINCLAIR BROADCAST GROUP ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. -------------------------- TABLE OF CONTENTS PAGE ----- Summary ....................................... 1 Risk Factors ................................. 12 Use of Proceeds .............................. 26 Historical and Pro Forma Ratio of Earnings to Fixed Charges ........................... 27 ----------------------------------- The Exchange Offer ........................... 32 Description of the New Notes .................. 40 PROSPECTUS Description of the Old Notes ............... 63 , 1997 Certain Definitions ........................... 64 ----------------------------------- Certain Federal Income Tax Consequences ...... 72 Plan of Distribution ........................ 74 Legal Matters ................................. 74 Experts ....................................... 75 -------------------------- UNTIL , 1998 (180 DAYS AFTER THE DATE OF THIS PROSPECTUS) ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. ========================================================== ==========================================================
PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Articles of Amendment and Restatement and By-Laws of the Company state that the Company shall indemnify, and advance expenses to, its directors and officers whether serving the Company or at the request of another entity to the fullest extent permitted by and in accordance with Section 2-418 of the Maryland General Corporation Law. Section 2-418 contains certain provisions which establish that a Maryland corporation may indemnify any director or officer made party to any proceeding by reason of service in that capacity, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director or officer in connection with such proceeding unless it is established that the director's or officer's act or omission was material to the matter giving rise to the proceeding and the director or officer (i) acted in bad faith or with active and deliberate dishonesty; (ii) actually received an improper personal benefit in money, property or services; or (iii) in the case of a criminal proceeding, had reasonable cause to believe that his act was unlawful. However, if the proceeding was one by or in the right of the corporation, indemnification may not be made if the director or officer is adjudged to be liable to the corporation. The statute also provides for indemnification of directors and officers by court order. Section 12 of Article II of the Amended By-Laws of the Company provides as follows: A director shall perform his duties as a director, including his duties as a member of any Committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he does not serve, duly designated in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. The Company has also entered into indemnification agreements with certain officers and directors which provide that the Company shall indemnify and advance expenses to such officers and directors to the fullest extent permitted by applicable law in effect on the date of the agreement, and to such greater extent as applicable law may thereafter from time to time permit. Such agreements provide for the advancement of expenses (subject to reimbursement if it is ultimately determined that the officer or director is not entitled to indemnification) prior to the disposition of any claim or proceeding. II-1 ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NO. DESCRIPTION - ------------- -------------------------------------------------------------------------------------- 3.1 Amended and Restated Articles of Incorporation of Sinclair Broadcast Group, Inc., as amended as of August 14, 1997 3.2 Amended By-Laws of Sinclair Broadcast Group, Inc., as amended as of May 31, 1995 (1) 3.3 Amended and Restated Charter of Chesapeake Television, Inc. (2) 3.4 Amended By-laws of Chesapeake Television, Inc. (2) 3.5 Certificate of Incorporation of Chesapeake Television Licensee, Inc. (2) 3.6 By-laws of Chesapeake Television Licensee, Inc. (2) 3.7 Articles of Incorporation of FSF-TV, Inc. (4) 3.8 By-laws of FSF-TV, Inc. (4) 3.9 Certificate of Incorporation of KABB Licensee, Inc. 3.10 By-laws of KABB Licensee, Inc. 3.11 Certificate of Incorporation of KDNL Licensee, Inc. 3.12 By-laws of KDNL Licensee, Inc. 3.13 Articles of Incorporation of KSMO, Inc. 3.14 By-laws of KSMO, Inc. 3.15 Certificate of Incorporation of KSMO Licensee, Inc. 3.16 By-laws of KSMO Licensee, Inc. 3.17 Articles of Incorporation of KUPN Licensee, Inc. 3.18 By-laws of KUPN Licensee, Inc. 3.19 Certificate of Incorporation of SCI-Indiana Licensee, Inc. 3.20 By-laws of SCI-Indiana Licensee, Inc. 3.21 Certificate of Incorporation SCI-Sacramento Licensee, Inc. 3.22 By-laws of SCI-Sacramento Licensee, Inc. 3.23 Articles of Incorporation of Sinclair Communications, Inc. 3.24 By-laws of Sinclair Communications, Inc. 3.25 Articles of Incorporation of Sinclair Radio of Albuquerque, Inc. 3.26 By-laws of Sinclair Radio of Albuquerque, Inc. 3.27 Certificate of Incorporation of Sinclair Radio of Albuquerque Licensee, Inc. 3.28 By-laws of Sinclair Radio of Albuquerque Licensee, Inc. 3.29 Articles of Incorporation of Sinclair Radio of Buffalo, Inc. 3.30 By-laws of Sinclair Radio of Buffalo, Inc. 3.31 Certificate of Incorporation of Sinclair Radio of Buffalo Licensee, Inc. 3.32 By-laws of Sinclair Radio of Buffalo Licensee, Inc. 3.33 Articles of Incorporation of Sinclair Radio of Greenville, Inc. 3.34 By-laws of Sinclair Radio of Greenville, Inc. 3.35 Certificate of Incorporation of Sinclair Radio of Greenville Licensee, Inc. 3.36 By-laws of Sinclair of Greenville Licensee, Inc. 3.37 Articles of Incorporation of Sinclair Radio of Los Angeles, Inc.
II-2
EXHIBIT NO. DESCRIPTION - ------------- ------------------------------------------------------------------------------ 3.38 By-laws of Sinclair Radio of Los Angeles, Inc. 3.39 Certificate of Incorporation of Sinclair Radio of Los Angeles Licensee, Inc. 3.40 By-laws of Sinclair Radio of Los Angeles Licensee, Inc. 3.41 Articles of Incorporation of Sinclair Radio of Memphis, Inc. 3.42 By-laws of Sinclair Radio of Memphis, Inc. 3.43 Certificate of Incorporation of Sinclair Radio of Memphis Licensee, Inc. 3.44 By-laws of Sinclair Radio of Memphis Licensee, Inc. 3.45 Articles of Incorporation of Sinclair Radio of Nashville, Inc. 3.46 By-laws of Sinclair Radio of Nashville, Inc. 3.47 Certificate of Incorporation of Sinclair Radio of Nashville Licensee, Inc. 3.48 By-laws of Sinclair Radio of Nashville Licensee, Inc. 3.49 Articles of Incorporation of Sinclair Radio of New Orleans, Inc. 3.50 By-laws of Sinclair Radio of New Orleans, Inc. 3.51 Certificate of Incorporation of Sinclair Radio of New Orleans Licensee, Inc. 3.52 By-laws of Sinclair Radio of New Orleans Licensee, Inc. 3.53 Articles of Incorporation of Sinclair Radio of St. Louis, Inc. 3.54 By-laws of Sinclair Radio of St. Louis, Inc. 3.55 Certificate of Incorporation of Sinclair Radio of St. Louis Licensee, Inc. 3.56 By-laws of Sinclair Radio of St. Louis Licensee, Inc. 3.57 Articles of Incorporation of Sinclair Radio of Wilkes-Barre, Inc. 3.58 By-laws of Sinclair Radio of Wilkes-Barre, Inc. 3.59 Certificate of Incorporation of Sinclair Radio of Wilkes-Barre Licensee, Inc. 3.60 By-laws of Sinclair Radio of Wilkes-Barre Licensee, Inc. 3.61 Certificate of Incorporation of Superior Communications of Kentucky, Inc. 3.62 By-laws of Superior Communications of Kentucky, Inc. 3.63 Articles of Incorporation of Superior Communications of Oklahoma, Inc. 3.64 By-laws of Superior Communications of Oklahoma, Inc. 3.65 Certificate of Incorporation of Superior KY License Corp. 3.66 By-laws of Superior KY License Corp. 3.67 Certificate of Incorporation of Superior OK License Corporation 3.68 By-laws of Superior OK License Corporation 3.69 Articles of Incorporation of Tuscaloosa Broadcasting, Inc. (6) 3.70 By-laws of Tuscaloosa Broadcasting, Inc. (6) 3.71 Articles of Incorporation of WCGV, Inc. (2) 3.72 By-laws of WCGV, Inc. (2) 3.73 Certificate of Incorporation of WCGV Licensee, Inc. (2) 3.74 By-laws of WCGV Licensee, Inc. (2) 3.75 Articles of Incorporation of WDBB, Inc. 3.76 By-laws of WDBB, Inc. 3.77 Articles of Incorporation of WLFL, Inc. (4)
II-3
EXHIBIT NO. DESCRIPTION - ------------- ------------------------------------------------------------------------------------------ 3.78 By-laws of WLFL, Inc. (4) 3.79 Certificate of Incorporation of WLFL Licensee, Inc. (4) 3.80 By-laws of WLFL Licensee, Inc. (4) 3.81 Certificate of Incorporation of WLOS Licensee, Inc. 3.82 By-laws of WLOS Licensee, Inc. 3.83 Articles of Incorporation of WPGH, Inc., as amended (2) 3.84 By-laws of WPGH, Inc. (2) 3.85 Amended and Restated Charter of WPGH Licensee, Inc. (2) 3.86 Amended By-laws of WPGH Licensee, Inc. (2) 3.87 Articles of Incorporation of WSMH, Inc. (4) 3.88 By-laws of WSMH, Inc. (4) 3.89 Certificate of Incorporation of WSMH Licensee, Inc. (4) 3.90 By-laws of WSMH Licensee, Inc. (4) 3.91 Articles of Incorporation of WSTR, Inc. 3.92 By-laws of WSTR, Inc. 3.93 Articles of Incorporation of WSTR Licensee, Inc. 3.94 By-laws of WSTR Licensee, Inc. 3.95 Articles of Incorporation of WSYX, Inc. 3.96 By-laws of WSYX, Inc. 3.97 Amended and Restated Charter of WTTE, Channel 28, Inc. (2) 3.98 Amended By-laws of WTTE, Channel 28, Inc. (2) 3.99 Amended and Restated Charter of WTTE, Channel 28 Licensee, Inc. (2) 3.100 Amended By-laws of WTTE, Channel 28 Licensee, Inc. (2) 3.101 Articles of Incorporation of WTTO, Inc. (2) 3.102 By-laws of WTTO, Inc. (2) 3.103 Certificate of Incorporation of WTTO Licensee, Inc. (2) 3.104 By-law of WTTO Licensee, Inc. (2) 3.105 Articles of Incorporation of WTVZ, Inc., as amended (5) 3.106 By-laws of WTVZ, Inc. (4) 3.107 Articles of Incorporation of WTVZ Licensee, Inc., as amended (5) 3.108 By-laws of WTVZ Licensee, Inc. (4) 3.109 Articles of Incorporation of WYZZ, Inc. 3.110 By-laws of WYZZ, Inc. 3.111 Certificate of Incorporation of WYZZ Licensee, Inc. 3.112 By-laws of WYZZ Licensee, Inc. 4.1 Indenture, dated as of July 2, 1997 among Sinclair Broadcast Group, Inc., the Guarantors (3) and First Union National Bank of Maryland (7) 4.2 Registration Rights Agreement, dated as of July 2, 1997 among Sinclair Broadcast Group, Inc., the Guarantors (3), Smith Barney Inc., Chase Securities Inc., Salomon Brothers Inc and Furman Selz (7)
II-4
EXHIBIT NO. DESCRIPTION - ------------- ----------------------------------------------------------------------------------------------- 5.1 Opinion of Wilmer, Cutler & Pickering as to the legality of the 9% Senior Subordinated Notes due 2007 5.2 Opinion of Thomas & Libowitz as to the legality of the 9% Senior Subordinated Notes due 2007 8.1 Opinion of Wilmer, Cutler & Pickering as to certain federal income tax matters 12.1 Calculation of Ratio of Earnings to Fixed Charges of Sinclair Broadcast Group, Inc. 23.1 Consent of Arthur Andersen LLP, independent certified public accountants 23.2 Consent of KPMG Peat Marwick LLP, independent certified public accountants, relating to financial statements of River City Broadcasting, L.P. 23.3 Consent of Price Waterhouse LLP, independent accountants, relating to financial statements of Kansas City TV 62 Limited Partnership 23.4 Consent of Price Waterhouse LLP, independent accountants, relating to financial statements of Cincinnati TV 64 Limited Partnership 23.5 Consent of Ernst & Young LLP, independent certified public accountants, relating to financial statements of Superior Communication Group, Inc. 24 Powers of Attorney (Included in the signature pages to the Registration Statement) 25.1 Form T-1 Statement of Eligibility of First Union National Bank to act as trustee under the Indenture 99.1 Form of Letter of Transmittal 99.2 Form of Notice of Guaranteed Delivery 99.3 Form of Exchange Agent Agreement
- ---------- (1) Incorporated by reference from the Company's Registration Statement on Form S-1, No. 33-90682. (2) Incorporated by reference from the Company's Registration Statement on Form S-1, No. 33-69482. (3) The Guarantors are Chesapeake Television, Inc., Chesapeake Television Licensee, Inc., FSF-TV, Inc., KABB Licensee, Inc., KDNL Licensee, Inc., KSMO, Inc., KSMO Licensee, Inc., KUPN Licensee, Inc., SCI-Indiana Licensee, Inc., SCI-Sacramento Licensee, Inc., Sinclair Communications, Inc., Sinclair Radio of Albuquerque, Inc., Sinclair Radio of Albuquerque Licensee, Inc., Sinclair Radio of Buffalo, Inc., Sinclair Radio of Buffalo Licensee, Inc., Sinclair Radio of Greenville, Inc., Sinclair Radio of Greenville Licensee, Inc., 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 Nashville, Inc., Sinclair Radio of Nashville Licensee, Inc., Sinclair Radio of New Orleans, Inc., Sinclair Radio of New Orleans Licensee, Inc., Sinclair Radio of St. Louis, Inc., Sinclair Radio of St. Louis Licensee, Inc., Sinclair Radio of Wilkes-Barre, Inc., Sinclair Radio of Wilkes-Barre Licensee, Inc., Superior Communications of Kentucky, Inc., Superior Communications of Oklahoma, Inc., Superior KY License Corp., Superior OK License Corp., Tuscaloosa Broadcasting Inc., WCGV, Inc., WCGV Licensee, Inc., WDBB, Inc., WLFL, Inc., WLFL Licensee, Inc., WLOS Licensee, Inc., WPGH, Inc., WPGH Licensee, Inc., WSMH, Inc., WSMH Licensee, Inc., WSTR, Inc., WSTR Licensee, Inc., WSYX, Inc., WTTE, Channel 28, Inc., WTTE, Channel 28 Licensee, Inc., WTTO, Inc., WTTO Licensee, Inc., WTVZ, Inc., WTVZ Licensee, Inc., WYZZ, Inc., and WYZZ Licensee, Inc. (4) Previously filed on July 26, 1995. (5) Previously filed on August 8, 1995. (6) Incorporated by reference from Amendment No. 2 to the Company's Registration Statement on Form S-3, No. 33-94982. (7) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1997. II-5 ITEM 22. UNDERTAKINGS Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Each of the undersigned registrants also hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. Each of the undersigned registrants hereby undertakes: To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Each of the undersigned registrants hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuers undertake that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. Each of the registrants undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-6 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-4 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, Maryland on the 27th day of August, 1997. SINCLAIR BROADCAST GROUP, INC. By: /s/ David D. Smith --------------------------------------- David D. Smith Chief Executive Officer and President THE GUARANTORS LISTED BELOW By: /s/ David D. Smith --------------------------------------- David D. Smith President POWER OF ATTORNEY We, the undersigned officers and directors of Sinclair Broadcast Group, Inc. hereby severally constitute David B. Amy our true and lawful attorney with full power to sign for us and in our name in the capacities indicated below, any and all amendments to this Registration Statement on Form 4 filed by Sinclair Broadcast Group, Inc. with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in such capacities to enable Sinclair Broadcast Group, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, and we hereby ratify and confirm our signatures as they may be signed by our said attorney to any and all such amendments. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ------------------------------ -------------------------------------------- ---------------- /s/ DAVID D. SMITH Chairman of The Board, August 27, 1997 - --------------------------- Chief Executive Officer, President and David D. Smith Director of Sinclair Broadcast Group, Inc. and President and Director of the Guarantors listed below (Principal Executive Officer) /s/ DAVID B. AMY Chief Financial Officer of Sinclair August 27, 1997 - --------------------------- Broadcast Group, Inc. and Director of David B. Amy the Guarantors listed below (other than Sinclair Communications, Inc.) (Principal Financial and Accounting Officer of Sinclair Broadcast Group, Inc. and the Guarantors listed below) /s/ FREDERICK G. SMITH Director of Sinclair Broadcast Group, Inc. August 27, 1997 - --------------------------- and Sinclair Communications, Inc. Frederick G. Smith
II-8
SIGNATURE TITLE DATE - ------------------------------ -------------------------------------------- ---------------- /s/ J. DUNCAN SMITH Director of Sinclair Broadcast Group, Inc. August 27, 1997 - --------------------------- and Sinclair Communications, Inc. J. Duncan Smith /s/ ROBERT E. SMITH Director of Sinclair Broadcast Group, Inc. August 27, 1997 - --------------------------- and Sinclair Communications, Inc. Robert E. Smith /s/ BASIL A. THOMAS Director of Sinclair Broadcast Group, Inc. August 27, 1997 - --------------------------- and Sinclair Communications, Inc. Basil A. Thomas /s/ LAWRENCE E. MCCANNA Director of Sinclair Broadcast Group, Inc. August 27, 1997 - --------------------------- and Sinclair Communications, Inc. Lawrence E. McCanna
GUARANTORS Chesapeake Television, Inc. Chesapeake Television Licensee, Inc. FSF-TV, Inc. KABB Licensee, Inc. KDNL Licensee, Inc. KSMO, Inc. KSMO Licensee, Inc. KUPN Licensee, Inc. SCI-Indiana Licensee, Inc. SCI-Sacramento Licensee, Inc. Sinclair Communications, Inc. Sinclair Radio of Albuquerque, Inc. Sinclair Radio of Albuquerque Licensee, Inc. Sinclair Radio of Buffalo, Inc. Sinclair Radio of Buffalo Licensee, Inc. Sinclair Radio of Greenville, Inc. Sinclair Radio of Greenville Licensee, Inc. 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 Nashville, Inc. Sinclair Radio of Nashville Licensee, Inc. Sinclair Radio of New Orleans, Inc. Sinclair Radio of New Orleans Licensee, Inc. Sinclair Radio of St. Louis, Inc. Sinclair Radio of St. Louis Licensee, Inc. Sinclair Radio of Wilkes-Barre, Inc. Sinclair Radio of Wilkes-Barre Licensee, Inc. Superior Communications of Kentucky, Inc. Superior Communications of Oklahoma, Inc. Superior KY License Corp. Superior OK License Corp. Tuscaloosa Broadcasting Inc. WCGV, Inc. WCGV Licensee, Inc. WDBB, Inc. WLFL, Inc. WLFL Licensee, Inc. WLOS Licensee, Inc. WPGH, Inc. WPGH Licensee, Inc. WSMH, Inc. WSMH Licensee, Inc. WSTR, Inc. WSTR Licensee, Inc. WSYX, Inc. WTTE, Channel 28, Inc. WTTE, Channel 28 Licensee, Inc. WTTO, Inc. WTTO Licensee, Inc. WTVZ, Inc. WTVZ Licensee, Inc. WYZZ, Inc. WYZZ Licensee, Inc. II-9 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------------- -------------------------------------------------------------------------------------- 3.1 Amended and Restated Articles of Incorporation of Sinclair Broadcast Group, Inc., as amended as of August 14, 1997 3.2 Amended By-Laws of Sinclair Broadcast Group, Inc., as amended as of May 31, 1995 (1) 3.3 Amended and Restated Charter of Chesapeake Television, Inc. (2) 3.4 Amended By-laws of Chesapeake Television, Inc. (2) 3.5 Certificate of Incorporation of Chesapeake Television Licensee, Inc. (2) 3.6 By-laws of Chesapeake Television Licensee, Inc. (2) 3.7 Articles of Incorporation of FSF-TV, Inc. (4) 3.8 By-laws of FSF-TV, Inc. (4) 3.9 Certificate of Incorporation of KABB Licensee, Inc. 3.10 By-laws of KABB Licensee, Inc. 3.11 Certificate of Incorporation of KDNL Licensee, Inc. 3.12 By-laws of KDNL Licensee, Inc. 3.13 Articles of Incorporation of KSMO, Inc. 3.14 By-laws of KSMO, Inc. 3.15 Certificate of Incorporation of KSMO Licensee, Inc. 3.16 By-laws of KSMO Licensee, Inc. 3.17 Articles of Incorporation of KUPN Licensee, Inc. 3.18 By-laws of KUPN Licensee, Inc. 3.19 Certificate of Incorporation of SCI-Indiana Licensee, Inc. 3.20 By-laws of SCI-Indiana Licensee, Inc. 3.21 Certificate of Incorporation SCI-Sacramento Licensee, Inc. 3.22 By-laws of SCI-Sacramento Licensee, Inc. 3.23 Articles of Incorporation of Sinclair Communications, Inc. 3.24 By-laws of Sinclair Communications, Inc. 3.25 Articles of Incorporation of Sinclair Radio of Albuquerque, Inc. 3.26 By-laws of Sinclair Radio of Albuquerque, Inc. 3.27 Certificate of Incorporation of Sinclair Radio of Albuquerque Licensee, Inc. 3.28 By-laws of Sinclair Radio of Albuquerque Licensee, Inc. 3.29 Articles of Incorporation of Sinclair Radio of Buffalo, Inc. 3.30 By-laws of Sinclair Radio of Buffalo, Inc. 3.31 Certificate of Incorporation of Sinclair Radio of Buffalo Licensee, Inc. 3.32 By-laws of Sinclair Radio of Buffalo Licensee, Inc. 3.33 Articles of Incorporation of Sinclair Radio of Greenville, Inc. 3.34 By-laws of Sinclair Radio of Greenville, Inc. 3.35 Certificate of Incorporation of Sinclair Radio of Greenville Licensee, Inc. 3.36 By-laws of Sinclair of Greenville Licensee, Inc. 3.37 Articles of Incorporation of Sinclair Radio of Los Angeles, Inc.
EXHIBIT NO. DESCRIPTION - ------------- ------------------------------------------------------------------------------ 3.38 By-laws of Sinclair Radio of Los Angeles, Inc. 3.39 Certificate of Incorporation of Sinclair Radio of Los Angeles Licensee, Inc. 3.40 By-laws of Sinclair Radio of Los Angeles Licensee, Inc. 3.41 Articles of Incorporation of Sinclair Radio of Memphis, Inc. 3.42 By-laws of Sinclair Radio of Memphis, Inc. 3.43 Certificate of Incorporation of Sinclair Radio of Memphis Licensee, Inc. 3.44 By-laws of Sinclair Radio of Memphis Licensee, Inc. 3.45 Articles of Incorporation of Sinclair Radio of Nashville, Inc. 3.46 By-laws of Sinclair Radio of Nashville, Inc. 3.47 Certificate of Incorporation of Sinclair Radio of Nashville Licensee, Inc. 3.48 By-laws of Sinclair Radio of Nashville Licensee, Inc. 3.49 Articles of Incorporation of Sinclair Radio of New Orleans, Inc. 3.50 By-laws of Sinclair Radio of New Orleans, Inc. 3.51 Certificate of Incorporation of Sinclair Radio of New Orleans Licensee, Inc. 3.52 By-laws of Sinclair Radio of New Orleans Licensee, Inc. 3.53 Articles of Incorporation of Sinclair Radio of St. Louis, Inc. 3.54 By-laws of Sinclair Radio of St. Louis, Inc. 3.55 Certificate of Incorporation of Sinclair Radio of St. Louis Licensee, Inc. 3.56 By-laws of Sinclair Radio of St. Louis Licensee, Inc. 3.57 Articles of Incorporation of Sinclair Radio of Wilkes-Barre, Inc. 3.58 By-laws of Sinclair Radio of Wilkes-Barre, Inc. 3.59 Certificate of Incorporation of Sinclair Radio of Wilkes-Barre Licensee, Inc. 3.60 By-laws of Sinclair Radio of Wilkes-Barre Licensee, Inc. 3.61 Certificate of Incorporation of Superior Communications of Kentucky, Inc. 3.62 By-laws of Superior Communications of Kentucky, Inc. 3.63 Articles of Incorporation of Superior Communications of Oklahoma, Inc. 3.64 By-laws of Superior Communications of Oklahoma, Inc. 3.65 Certificate of Incorporation of Superior KY License Corp. 3.66 By-laws of Superior KY License Corp. 3.67 Certificate of Incorporation of Superior OK License Corporation 3.68 By-laws of Superior OK License Corporation 3.69 Articles of Incorporation of Tuscaloosa Broadcasting, Inc. (6) 3.70 By-laws of Tuscaloosa Broadcasting, Inc. (6) 3.71 Articles of Incorporation of WCGV, Inc. (2) 3.72 By-laws of WCGV, Inc. (2) 3.73 Certificate of Incorporation of WCGV Licensee, Inc. (2) 3.74 By-laws of WCGV Licensee, Inc. (2) 3.75 Articles of Incorporation of WDBB, Inc. 3.76 By-laws of WDBB, Inc. 3.77 Articles of Incorporation of WLFL, Inc. (4)
EXHIBIT NO. DESCRIPTION - ------------- ------------------------------------------------------------------------------------------ 3.78 By-laws of WLFL, Inc. (4) 3.79 Certificate of Incorporation of WLFL Licensee, Inc. (4) 3.80 By-laws of WLFL Licensee, Inc. (4) 3.81 Certificate of Incorporation of WLOS Licensee, Inc. 3.82 By-laws of WLOS Licensee, Inc. 3.83 Articles of Incorporation of WPGH, Inc., as amended (2) 3.84 By-laws of WPGH, Inc. (2) 3.85 Amended and Restated Charter of WPGH Licensee, Inc. (2) 3.86 Amended By-laws of WPGH Licensee, Inc. (2) 3.87 Articles of Incorporation of WSMH, Inc. (4) 3.88 By-laws of WSMH, Inc. (4) 3.89 Certificate of Incorporation of WSMH Licensee, Inc. (4) 3.90 By-laws of WSMH Licensee, Inc. (4) 3.91 Articles of Incorporation of WSTR, Inc. 3.92 By-laws of WSTR, Inc. 3.93 Articles of Incorporation of WSTR Licensee, Inc. 3.94 By-laws of WSTR Licensee, Inc. 3.95 Articles of Incorporation of WSYX, Inc. 3.96 By-laws of WSYX, Inc. 3.97 Amended and Restated Charter of WTTE, Channel 28, Inc. (2) 3.98 Amended By-laws of WTTE, Channel 28, Inc. (2) 3.99 Amended and Restated Charter of WTTE, Channel 28 Licensee, Inc. (2) 3.100 Amended By-laws of WTTE, Channel 28 Licensee, Inc. (2) 3.101 Articles of Incorporation of WTTO, Inc. (2) 3.102 By-laws of WTTO, Inc. (2) 3.103 Certificate of Incorporation of WTTO Licensee, Inc. (2) 3.104 By-law of WTTO Licensee, Inc. (2) 3.105 Articles of Incorporation of WTVZ, Inc., as amended (5) 3.106 By-laws of WTVZ, Inc. (4) 3.107 Articles of Incorporation of WTVZ Licensee, Inc., as amended (5) 3.108 By-laws of WTVZ Licensee, Inc. (4) 3.109 Articles of Incorporation of WYZZ, Inc. 3.110 By-laws of WYZZ, Inc. 3.111 Certificate of Incorporation of WYZZ Licensee, Inc. 3.112 By-laws of WYZZ Licensee, Inc. 4.1 Indenture, dated as of July 2, 1997 among Sinclair Broadcast Group, Inc., the Guarantors (3) and First Union National Bank of Maryland (7) 4.2 Registration Rights Agreement, dated as of July 2, 1997 among Sinclair Broadcast Group, Inc., the Guarantors (3), Smith Barney Inc., Chase Securities Inc., Salomon Brothers Inc and Furman Selz (7)
EXHIBIT NO. DESCRIPTION - ------------- ----------------------------------------------------------------------------------------------- 5.1 Opinion of Wilmer, Cutler & Pickering as to the legality of the 9% Senior Subordinated Notes due 2007 5.2 Opinion of Thomas & Libowitz as to the legality of the 9% Senior Subordinated Notes due 2007 8.1 Opinion of Wilmer, Cutler & Pickering as to certain federal income tax matters 12.1 Calculation of Ratio of Earnings to Fixed Charges of Sinclair Broadcast Group, Inc. (Included in "Historical and Pro Forma Ratio of Earnings to Fixed Charges" in the Registration State- ment) 23.1 Consent of Arthur Andersen LLP, independent certified public accountants 23.2 Consent of KPMG Peat Marwick LLP, independent certified public accountants, relating to financial statements of River City Broadcasting, L.P. 23.3 Consent of Price Waterhouse, independent accountants, relating to financial statements of Kansas City TV 62 Limited Partnership 23.4 Consent of Price Waterhouse, independent accountants, relating to financial statements of Cincinnati TV 64 Limited Partnership 23.5 Consent of Ernst & Young LLP, independent certified public accountants, relating to financial statements of Superior Communication Group, Inc. 24 Powers of Attorney (Included in the signature pages to the Registration Statement) 25.1 Form T-1 Statement of Eligibility of First Union National Bank to act as trustee under the Indenture 99.1 Form of Letter of Transmittal 99.2 Form of Notice of Guaranteed Delivery 99.3 Form of Exchange Agent Agreement
- ---------- (1) Incorporated by reference from the Company's Registration Statement on Form S-1, No. 33-90682. (2) Incorporated by reference from the Company's Registration Statement on Form S-1, No. 33-69482. (3) The Guarantors are Chesapeake Television, Inc., Chesapeake Television Licensee, Inc., FSF-TV, Inc., KABB Licensee, Inc., KDNL Licensee, Inc., KSMO, Inc., KSMO Licensee, Inc., KUPN Licensee, Inc., SCI-Indiana Licensee, Inc., SCI-Sacramento Licensee, Inc., Sinclair Communications, Inc., Sinclair Radio of Albuquerque, Inc., Sinclair Radio of Albuquerque Licensee, Inc., Sinclair Radio of Buffalo, Inc., Sinclair Radio of Buffalo Licensee, Inc., Sinclair Radio of Greenville, Inc., Sinclair Radio of Greenville Licensee, Inc., 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 Nashville, Inc., Sinclair Radio of Nashville Licensee, Inc., Sinclair Radio of New Orleans, Inc., Sinclair Radio of New Orleans Licensee, Inc., Sinclair Radio of St. Louis, Inc., Sinclair Radio of St. Louis Licensee, Inc., Sinclair Radio of Wilkes-Barre, Inc., Sinclair Radio of Wilkes-Barre Licensee, Inc., Superior Communications of Kentucky, Inc., Superior Communications of Oklahoma, Inc., Superior KY License Corp., Superior OK License Corp., Tuscaloosa Broadcasting Inc., WCGV, Inc., WCGV Licensee, Inc., WDBB, Inc., WLFL, Inc., WLFL Licensee, Inc., WLOS Licensee, Inc., WPGH, Inc., WPGH Licensee, Inc., WSMH, Inc., WSMH Licensee, Inc., WSTR, Inc., WSTR Licensee, Inc., WSYX, Inc., WTTE, Channel 28, Inc., WTTE, Channel 28 Licensee, Inc., WTTO, Inc., WTTO Licensee, Inc., WTVZ, Inc., WTVZ Licensee, Inc., WYZZ, Inc., and WYZZ Licensee, Inc. (4) Previously filed on July 26, 1995. (5) Previously filed on August 8, 1995. (6) Incorporated by reference from Amendment No. 2 to the Company's Registration Statement on Form S-3, No. 33-94982. (7) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1997. EX-3.1 2 EXHIBIT 3.1 SINCLAIR BROADCAST GROUP, INC. ARTICLES OF AMENDMENT AND RESTATEMENT (as amended through July 9, 1996) FIRST: Name. The name of the Corporation is: SINCLAIR BROADCAST GROUP, INC. SECOND: Purpose. The purpose for which the Corporation is formed and the business or object to be carried on and promoted by it are as follows: (a) to own, operate, acquire, sell, and transfer television stations and television programming; (b) to do anything permitted by Section 2-103 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time; and (c) to engage in any other lawful purpose and business. THIRD: Capital Structure. The total number of shares of all classes of stock which the Corporation has authority to issue is one hundred forty-five million (145,000,000) shares, having an aggregate par value of one million four hundred fifty thousand dollars ($1,450,000), consisting of one hundred million (100,000,000) shares of Class A Common Stock with a par value of one cent ($.01) per share (the "Class A Common Stock"), thirty-five million (35,000,000) shares of Class B Common Stock with a par value of one cent ($.01) per share (the "Class B Common Stock"), and ten million (10,000,000) shares of Preferred Stock with a par value of one cent ($.01) per share (the "Preferred Stock"). Class A Common Stock and Class B Common Stock are hereinafter collectively referred to as "Common Shares." FOURTH: Voting Rights. (a) Holders of Class A Common Stock are entitled to one (1) vote per share of such stock held and, except as provided below, holders of Class B Common Stock are entitled to ten (10) votes per share of such stock held with respect to matters properly submitted for the vote of holders of Common Shares at any duly constituted meeting of stockholders. The holders of Common Shares will vote together as a single class on all matters properly presented to the stockholders for their vote unless otherwise required by law. The holders of the Common Shares are not entitled to cumulate votes in the election of any directors. - 1 - (b) Notwithstanding the foregoing, holders of Class B Common Stock shall be entitled to one (1) vote per share with respect to: (i) any proposed "Rule 13e-3 transaction," as that term is defined in Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended, between the Corporation and any person who held stock in the Corporation as of January 1, 1995 (the "Controlling Stockholders"), any Affiliate (as such term is defined below) of the Controlling Stockholders, or any group which the Controlling Stockholders are an Affiliate or which the Controlling Stockholders are a member; (ii) any disposition of all or substantially all of the Corporation's assets; (iii) any sale or transfer or other disposition of assets which would cause a fundamental change in the nature of the Corporation's business; and (iv) a merger or a consolidation of the Corporation subsequent to which the holders of the Common Shares will own less than 50% of the common stock of the Corporation following such transaction. For the purpose of paragraph (b) above, an "Affiliate" is defined as: (i) any individual or entity that, directly or indirectly, controls, is controlled by, or is under the common control of the Controlling Stockholders; (ii) any corporation or organization (other than the Corporation or a majority owned subsidiary of the Corporation) of which any of the Controlling Stockholders is an owner or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of voting securities or in which any of the Controlling Stockholders has a substantial beneficial interest; (iii) a voting trust or similar arrangement pursuant to which any of the Controlling Stockholders serves as a trustee or in a similar fiduciary capacity; or (v) any relative or spouse of the Controlling Stockholders or any relative of such spouse provided such spouse has the same residence as the Controlling Stockholder. FIFTH: Conversion of Class B Common Stock. (a) In the event that the number of shares of the Corporation's Common Shares held in the aggregate by Controlling Stockholders falls to below ten percent (10%) of the total number of Common Shares outstanding, each share of Class B Common Stock shall at that time be automatically converted to one (1) fully paid and non-assessable share of Class A Common Stock. (b) Upon the sale or other transfer by a holder of Class B Common Stock to a person or entity other than a Permitted Transferee (as such term is defined below), such shares of Class B Common Stock shall be automatically converted into an equal number of shares of Class A Common Stock. Promptly upon such sale or other transfer, the holder of Class B Common Stock therefor, duly endorsed in blank or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer agent for the Class A Common Stock, and shall give written notice to the Corporation at such office: (i) stating that the shares are being converted pursuant to this paragraph, (ii) identifying the number of shares of Class B Common Stock being converted, and (iii) - 2 - setting out the name or names (with addresses) and denominations in which the certificate or certificates for Class A Common Stock shall be issued and shall include instructions for delivery thereof. Delivery of such notice together with the certificates representing the Class B Common Stock shall obligate the Corporation or its transfer agent to issue and deliver at such stated address to such stated transferee a certificate or certificates for the number of Class A Common Stock to which such transferee is entitled, registered in the name of such transferee. In the event of a sale or other transfer of less than all of the Class B Common Stock evidenced by a certificate surrendered to the Corporation in the accordance with the above procedures, the Corporation shall execute and deliver to the transferor, without charge, a new certificate evidencing the number of shares of Class B Common Stock not sold or otherwise transferred. For the purpose of paragraph (b) above, a "Permitted Transferee" is defined as: (i) (A) any Controlling Stockholder; (B) the estate of a Controlling Stockholder; (C) the spouse or former spouse of a Controlling Stockholder; (D) any lineal descendent of a Controlling Stockholder, any spouse of such lineal descendent, a Controlling Stockholder's grandparent, parent, brother or sister or a Controlling Stockholder's spouse's brother or sister; (E) any guardian or custodian (including a custodian for purposes of the Uniform Gift to Minors Act or Uniform Transfers to Minors Act) for, or any conservator or other legal representative of, one or more Permitted Transferees; or (F) any trust or savings or retirement account, including an individual retirement account for purposes of federal income tax laws, whether or not involving a trust, principally for the benefit of one or more Permitted Transferees, including any trust in respect of which a Permitted Transferee has any general or special testamentary power of appointment or general or special non-testamentary power of appointment which is limited to any other Permitted Transferee; (ii) the Corporation; (iii) any employee benefit plan or trust thereunder sponsored by the Corporation or any of its subsidiaries; (iv) any trust principally for the benefit of one or more of the individuals, persons, firms or entities ("Persons") referred to in (i) through (iii) above; (v) any corporation, partnership, or other entity if all of the beneficial ownership is held by one or more of the Persons referred to in (i) through (iv) above; (vi) any voting trust for the benefit of one or more of the Persons referred to in (i) through (iv) above; and - 3 - (vii) any broker or dealer in securities, clearing house, bank, trust company, savings and loan association or other financial institution which holds the Class B Common Stock for the benefit of a Controlling Stockholder or Permitted Transferee thereof. (c) Notwithstanding anything to the contrary set forth herein, any holder of Class B Common Stock may pledge his shares of Class B Common Stock to a pledgee pursuant to a bona fide pledge of such shares as collateral security for indebtedness due to the pledgee without causing an automatic conversion of such shares into Class A Common Stock, provided that such shares may not be transferred to or registered in the name of the pledgee unless such pledgee is a Permitted Transferee. In the event of foreclosure or other similar action by a pledgee who is not a Permitted Transferee, such pledged shares of Class B Common Stock shall be converted automatically, without any act or deed on the part of the Corporation or any other person, into shares of Class A Common Stock as provided above. (d) Each share of Class B Common Stock shall be convertible, at the option of its holder, into one fully paid and non-assessable share of Class A Common Stock at any time. In the event of such voluntary conversion, the procedures set forth in paragraph (a) above shall be followed. (e) Shares of Class B Common Stock that are converted into shares of Class A Common Stock due to a sale, transfer, or voluntary conversion shall continue to be authorized shares of Class B Common Stock and available for reissue by the Corporation as determined by the Board of Directors. (f) The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued Class A Common Stock, for the purpose of effecting the conversions provided for herein, a sufficient number of shares of Class A Common stock to effect the conversion of all Class B Common Stock. All of the Common Stock so issuable shall, when issued be duly and validly issued, fully paid and non-assessable, and free from liens and charges with respect to the issue. The Corporation will take such action as may be necessary to ensure that all such Common Stock may be so issued without violation of any applicable law or regulation, or of any requirements of any stock exchange or market on which any of the Common Shares are listed or quoted. (g) In any merger, consolidation, or business combination, the consideration to be received per share by the holders of Class A Common Stock and Class B Common Stock must be identical for each class of stock, except that in any such transaction in which shares of common stock are to be distributed, such shares may differ as to voting rights to the extent that voting rights differ among Class A Common Stock and Class B Common Stock as provided herein. - 4 - SIXTH: Preferred Stock. The Board of Directors shall have authority to classify and reclassify any of the unissued shares of Preferred Stock from time to time by setting or changing in any one or more respects the liquidation or dividend preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of the Preferred Stock; provided, however, that the Board of Directors shall not classify or reclassify any such shares into Common Shares, or into any class or series of stock which has the same or lower liquidation priority as the Common Shares; provided further, that nothing herein shall prevent the Board of Directors from classifying or reclassifying any such shares as Preferred Stock convertible into Common Shares that have already been authorized pursuant to Article Third hereof. Any and all shares issued and for which full consideration has been paid or delivered shall be deemed fully paid stock, and the holder thereof shall not be liable for any further payment thereon. Notwithstanding anything in these Articles to the contrary, as long as any of the Common Shares shall be listed and quoted on the NASDAQ National Market System, no Preferred Stock may be issued pursuant to the provisions of this ARTICLE SIXTH which would violate the applicable Voting Rights Policy of the NASDAQ National Market System, as the same may be amended from time to time. SEVENTH: Other Stock Rights. (a) Except as provided hereinabove, each of the Common Shares issued and outstanding shall be identical in all respects, and no dividends shall be paid on any of the common Shares unless the same dividend is paid on all of the Common Shares at the time of such payment. Except for and subject to those special voting rights expressly granted herein to the holders of the Class B Common Stock, the holders of the Common Stock shall have exclusively all other rights of stockholders including, but not limited to, (i) the right to receive dividends, when and as declared by the Board of Directors out of assets lawfully available therefor, and (ii) in the event of any distribution of assets upon liquidation, dissolution or winding up of the Corporation or otherwise, the right to receive ratably all of the assets and funds of the Corporation remaining after the payment to the creditors of the Corporation. (b) Stock Splits and Combinations. If the Corporation shall in any manner subdivide (by stock split, reclassification, stock dividend, recapitalization, or otherwise) or combine (by reverse stock split or otherwise) the outstanding shares of Class A Common Stock or Class B Common Stock, then the outstanding shares of each other class of Common Shares shall be subdivided or combined, as the case may be, to the same extent, share and share alike. (c) As long as any of the Common Shares shall be listed and quoted on the NASDAQ National Market, the Board of Directors of the Corporation shall ensure, and shall have all powers necessary to ensure, that the membership of the Board of Directors - 5 - shall at all times include such number of "Independent Directors" (as such term is defined in Part III, Section 6(c) of Schedule D to the By-Laws of the National Association of Securities Dealers, Inc. ("NASD"), as the same may be amended from time to time as shall be required by the By-Laws of the NASD for the Common Shares to be eligible for listing and quotation of the NASDAQ National Market. In the event that the Common Shares shall cease to be listed and quoted on the NASDAQ National Market, and subsequently are listed and quoted on an exchange or other trading system, the Board of Directors of the Corporation shall ensure, and shall have all powers necessary to ensure, that the membership of the Board of Directors shall at all times be consistent with the applicable rules and regulations, if any, for the Common Shares to be eligible for listing and quotation on such exchange or other trading system. (d) No holder of Common Shares or Preferred Shares shall be entitled to preemptive or subscription rights. EIGHTH: Principal Office & Registered Agent. The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the resident agent of the Corporation in this State is Steven A. Thomas, Esquire, Thomas & Libowitz, P.A., 100 Light Street, Suite 1100 Baltimore, Maryland 21202. NINTH: Participation of Non-Citizens. The following provisions are included for the purpose of ensuring that control and management of the Corporation remains with citizens of the United States and/or corporations formed under the laws of the United States or any of the states of the United States, as required by the Communications Act of 1934, as the same may be amended from time to time: (a) The Corporation shall not issue to (i) a person who is a citizen of a country other than the United States; (ii) any entity organized under the laws of a government other than the government of the United States or any state, territory, or possession of the United States; (iii) a government other than the government of the United States or of any state, territory, or possession of the United States; (iii) a government other than the government of the United States or of any state, territory, or possession of the United States; or (iv) a representative of, or an individual or entity controlled by, any of the foregoing (individually, an "Alien"; collectively, "Aliens") any shares of capital stock of the Corporation if such issuance would result in the total number of shares of such capital stock held or voted by Aliens exceeding 25% of (i) the total number of all shares of such capital stock outstanding at any time and from time to time, or (ii) the total voting power of all shares of such capital stock outstanding and entitled to vote at any time and from time to time and shall not permit the transfer on the books of the Corporation of any capital stock to any Alien that would result in the total number of shares of such capital stock held or voted by Aliens exceeding such 25% limits - 6 - as such limits greater or lesser than 25% may subsequently be imposed by statute or regulation. (b) No Alien or Aliens, individually or collectively, shall be entitled to vote or direct or control the vote of more than 25% of (i) the total number of all shares of capital stock of the Corporation outstanding at any time and from time to time, or (ii) the total voting power of all shares of capital stock of the Corporation outstanding and entitled to vote at any time and from time to time as such limits greater or lesser than 25% may subsequently be imposed by statute or regulation. (c) No Alien shall be qualified to act as an officer of the Corporation and no more than one-fourth of the total number of directors of the Corporation at any time may be Aliens except as may be permitted by law or regulation. (d) The Board of Directors shall have all powers necessary to implement the provisions of this ARTICLE NINTH and to ensure compliance with the alien ownership restrictions (the "Alien Ownership Restrictions") of the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time (collectively, the "Communications Act"), including, without limitation, the power to prohibit the transfer of any shares of capital stock of the Corporation to any Alien and to take or cause to be taken such action as it deems appropriate to implement such prohibition. (e) Without limiting the generality of the foregoing and notwithstanding any other provision of these Amended and Restated Articles of Incorporation to the contrary, any shares of capital stock of the Corporation determined by the Board of Directors to be owned beneficially by an Alien or Aliens shall always be subject to redemption by the Corporation by action of the Board of Directors, pursuant to Section 2-310 of the Maryland General Corporation Law, or any other applicable provision of law, to the extent necessary in the judgment of the Board of Directors to comply with the Alien Ownership Restrictions. The terms and conditions of such redemption shall be as follows: (i) the redemption price of the shares to be redeemed pursuant to this ARTICLE NINTH shall be equal to the fair market value of the shares to be redeemed, as determined by reference to the closing price of such shares on the last business day before the date of redemption if the shares are traded on a national exchange or as determined by the Board of Directors in good faith if the shares are not then being traded on a national exchange; (ii) the redemption price of such shares may be paid in cash, securities or any combination thereof; - 7 - (iii) if less than all the shares held by Aliens are to be redeemed, the shares to be redeemed shall be selected in any manner determined by the Board of Directors to be fair and equitable; (iv) at least 10 days' written notice of the redemption date shall be given to the record holders of the shares selected to be redeemed (unless waived in writing by any such holder), provided that the redemption date may be the date on which written notice shall be given to record holders if the cash or securities necessary to effect the redemption shall have been deposited in trust for the benefit of such record holders and subject to immediate withdrawal by them upon surrender of the stock certificates for their shares to be redeemed; (v) from and after the redemption date, the shares to be redeemed shall cease to be regarded as outstanding and any and all rights of the holders in respect of the shares to be redeemed or attaching to such shares of whatever nature (including, without limitation, any rights to vote or participate in dividends declared on stock of the same class or series as such shares) shall cease and terminate, and the holders thereof thenceforth shall be entitled only to receive the cash or securities payable upon redemption; and (vi) such other terms and conditions as the Board of Directors shall determine. For purposes of this ARTICLE NINTH, the determination of beneficial ownership of shares of capital stock of the Corporation shall be made pursuant to Rule 13d-3, 17 C.F.R. ss. 240.13d-3, as amended from time to time, promulgated under the Securities Exchange Act of 1934, as amended. TENTH: Directors. (a) The number of directors of the Corporation which shall constitute the whole Board shall be not less than three (3) nor more than nine (9) directors. The exact number of directors shall be fixed from time to time by the Board of Directors pursuant to a Resolution adopted by a majority of the entire Board of Directors. Directors shall hold office for a term of one (1) year or until the first annual meeting of stockholders following their election. Each director elected shall hold office until his successor shall be elected and shall qualify. (b) Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause shall be filled by a majority vote of the remaining directors, though less than a quorum, - 8 - and the directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the successors shall be elected and shall qualify. (c) At any meeting of the stockholders called for the purpose, any director may, by a majority vote of all of the shares of stock outstanding and entitled to vote, be removed from office, but only for cause. (d) Notwithstanding anything contained in these Amended and Restated Articles of Incorporation to the contrary, the affirmative vote of stockholders holding a majority of the votes entitled to be cast for election of directors shall be required to amend or repeal or adopt any provision inconsistent with this ARTICLE TENTH. ELEVENTH: Indemnification. The Corporation shall indemnify (a) its directors and officers, whether serving the Corporation or at the request of another entity, and advance expenses to a director or officer of the Corporation to the fullest extent permitted by and in accordance with Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended, and (b) its other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law. No amendment of the Charter of the Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. TWELFTH: Duration. The duration of the Corporation shall be perpetual. - 9 - SINCLAIR BROADCAST GROUP, INC. ARTICLES SUPPLEMENTARY SERIES A EXCHANGEABLE PREFERRED STOCK Sinclair Broadcast Group, Inc., a Maryland corporation, having its principal office in Baltimore City, Maryland (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation (the "SDAT") as follows: FIRST: Pursuant to authority expressly vested in the Board of Directors of the Corporation by Article Sixth of the Charter of the Corporation (the "Charter"), the Board of Directors has duly divided and classified 1,500,000 shares of the Preferred Stock of the Corporation into a series designated "Series A Exchangeable Preferred Stock" and has provided for the issuance of such series. SECOND: The terms of the Series A Exchangeable Preferred Stock, par value of $.01 per share, as set by the Board of Directors are as follows: 1. Designation and Amount. The shares of such series shall be designated as Series A Exchangeable Preferred Stock (the "Series A Preferred Stock") and the number of shares constituting such series shall initially be 1,500,000, subject to increase by action of the Board of Directors effectuated by further Articles Supplementary in order to provide for the issuance of Dividend Shares (as defined herein). 2. Conversion. Each share of the Series A Preferred Stock will automatically be exchanged for and converted into one share of Series B Convertible Preferred Stock (the "Series B Preferred Stock") effective at the time of filing with the SDAT of an amendment to the Charter authorizing the issuance of Series B Preferred Stock, which shall be filed promptly following approval of the amendment by the stockholders. The Series B Preferred Stock shall have the terms, conditions and preferences set forth in Annex A attached to these Articles Supplementary; provided, however, that such Series B Preferred Stock shall be effective and may be issued only upon and after the filing of such amendment with the SDAT. Upon the filing of the amendment with the SDAT and surrender of a certificate representing shares of Series A Preferred Stock, the Corporation will issue a certificate representing the same number of shares of Series B Preferred Stock. - 10 - 3. Trigger Event. (i) Upon the date that is 180 days after the occurrence of a Trigger Event (as defined below), subject to paragraph 8 hereof, the holders of shares of Series A Preferred Stock, in preference to the holders of any other class of capital stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, cumulative quarterly dividends payable in cash or, at the Corporation's option, additional shares of Series A Preferred Stock ("Dividend Shares") on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the date that is 180 days after the occurrence of the Trigger Event, in an amount per share (rounded to the nearest cent) equal to (a) with respect to the first four Quarterly Dividend Payment Dates, Three Dollars and Seventy-Five Cents ($3.75) and (b) with respect to the fifth and each succeeding Quarterly Dividend Payment Date, Five Dollars ($5.00). In the event a quarterly dividend is paid (in whole or in part) in Dividend Shares, the number of Dividend Shares to be issued in respect of such dividend payment for each share of Series A Preferred Stock then outstanding shall equal (x) that portion of the quarterly dividend paid in Dividend Shares (expressed in Dollars) divided by (y) 100. (ii) Whether or not declared, dividends shall begin to accrue and be cumulative on initially outstanding shares of Series A Preferred Stock from the 180th day following the Trigger Event. Whether or not declared, dividends shall begin to accrue and be cumulative on Dividend Shares from the date of the applicable Quarterly Dividend Payment Date. All dividends shall accrue on each share on a daily basis, whether or not there are unrestricted funds legally available for the payment of such dividends and whether or not declared, from and after the date such dividends are payable and be rounded to the nearest cent. Any dividends that become payable for any partial dividend period shall be computed on the basis of the actual days elapsed in such period. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated equally among all such shares at the time outstanding. If a portion of a dividend is paid in cash and a portion is paid in Dividend Shares, then the proportion paid in cash and the proportion paid in Dividend Shares shall be the same for each share. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof. (iii) At any time after the occurrence of a Trigger Event, the Corporation shall have the right to purchase all of the shares of Series A Preferred Stock then held by a holder at a purchase price per share equal to (a) One Hundred Dollars ($100.00) plus (b) the amount of any accrued and unpaid dividends and distributions on such share, whether or not declared, to the date of such payment. If the Corporation elects to exercise its right to repurchase pursuant to this paragraph, the Corporation shall fix the date for redemption and shall give notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption; provided, however, that the redemption date shall not be sooner than 180 days after the Trigger Event Notice, and the - 11 - Corporation may give notice of a redemption to occur on such 180th day at any time after the Trigger Event Notice and before the 30th day preceding such 180th day. The notice given under this Section 3(iii) should state (i) the time and place at which the redemption will occur; (ii) the redemption price; and (iii) the procedure for giving a Retention Notice and the Conversion Price applicable to the Series B Stock into which a holder's shares of Series A Preferred Stock will be exchanged if such holder gives a Retention Notice. (iv) At any time following issuance of a notice of redemption and prior to the date of redemption set forth therein, any holder of Series A Preferred Stock may deliver a notice (a "Retention Notice") of its intent to retain the shares of Series A Preferred Stock held by such holder, and such holder's shares shall not be redeemed but, as of the redemption date, will have only such rights as such holder would have if its shares of Series A Preferred Stock were exchanged for Series B Preferred Stock on the redemption date and converted on such date into shares of Class A Common Stock. Each share of Series A Preferred Stock held by a holder who gives a Retention Notice will automatically be exchanged for and converted into one share of Series B Preferred Stock effective at the time of filing with the SDAT of an amendment to the Charter authorizing the issuance of Series B Preferred Stock and such shares of Series B Preferred Stock shall on such date automatically be converted into Class A Common Stock on the terms set forth in Annex A hereto as if such conversion had occurred on the redemption date. (v) A "Trigger Event" means the termination of Barry Baker's employment with the Corporation prior to the expiration of the initial five-year Agreement Term under the Employment Agreement dated as of April 10, 1996 between Barry Baker and the Corporation (the "Employment Agreement") (x) by the Corporation for any reason other than "for cause" under Section 9 of the Employment Agreement, or (y) by Barry Baker under Section 10.3.1 of the Employment Agreement. (vi) The Corporation shall give each holder of Series A Preferred Stock notice of the occurrence of a Trigger Event (the "Trigger Event Notice") within 30 days following the occurrence of the Trigger Event. The Trigger Event Notice shall advise the holders of Series A Preferred Stock of the type of Trigger Event that has occurred and the date on which such Trigger Event occurred. 4. Dividends. Subject to paragraph 8 hereof, so long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration (whether cash, securities or property) any shares of capital stock except as permitted with respect to the Series A Preferred Stock under Paragraph 3 of this Article Second. - 12 - 5. Preference Upon Liquidation, Dissolution or Winding Up. (i) Subject to the provisions of paragraph 8 hereof, upon any liquidation, dissolution or winding up of the Corporation, the holders of Series A Preferred Stock shall be entitled to receive from assets available for distribution to stockholders, in priority over any other class of capital stock of the Corporation, an amount in cash (and, to the extent sufficient cash is not available for such payment, property at its fair market value), per share, equal to the Liquidation Price of the Series A Preferred Stock as of the date of payment or distribution. In addition, after the payment of the Liquidation Price, holders of Series A Preferred Stock shall be entitled to receive from assets available for distribution to stockholders, on a pari passu basis and concurrent with payments or distributions made upon liquidation, dissolution or winding-up to the holders of the Corporation's Common Stock (as defined in the Charter), an amount per share equal to the excess, if any, of (i) the amount that would have been payable with respect to such share if it had been exchanged for Series B Preferred Stock and converted into Common Stock on the terms set forth in Annex A immediately prior to such payment or distribution (assuming for such purposes that the Liquidation Price in respect of shares of Series A Preferred Stock had not been previously paid) over (ii) the Liquidation Price paid with respect to such share. (ii) The "Liquidation Price" of any share of Series A Preferred Stock will be the sum of (i) the Agreed Value of such share plus (ii) all accrued and unpaid dividends on such share through and including the determination date. The Agreed Value of any share of Series A Preferred Stock will be One Hundred Dollars ($100.00). (iii) A merger or consolidation of the Corporation in which the holders of shares of capital stock of the Corporation immediately prior to the merger or consolidation hold less than 50% of the votes of capital stock immediately after the merger or consolidation, or a sale of all or substantially all of the Corporation's assets, shall be deemed to be a "liquidation, dissolution or winding-up of the Corporation" for purposes of this paragraph 5. 6. Voting Rights. (i) The holders of Series A Preferred Stock shall be entitled to vote on all matters as to which holders of the Corporation's Class A Common Stock (as defined in the Charter) are entitled to vote, with each share of Series A Preferred Stock being entitled to one vote and with the holders of Series A Preferred Stock voting together with the holders of Class A Common Stock as a single class. In addition, holders of Series A Preferred Stock will be entitled to notice of, and to attend, all meetings of stockholders of the Corporation and to vote as a separate class on all matters submitted to the Corporation's stockholders with respect to which holders of stock are required to vote as a separate class under Maryland law. (ii) Without the consent of the holders of a majority of the Series A Preferred Stock, voting separately as a single class, the Corporation will not: (a) increase, decrease or effect a subdivision, combination or consolidation of the authorized amount of Series A Preferred Stock or issue or authorize the issuance - 13 - of authorized but unissued shares of Series A Preferred Stock (in each case, other than for the payment of Dividend Shares pursuant to Section 3(i) hereof); (b) amend, alter or repeal any provision of its Charter or bylaws so as to effect any change in the rights, privileges, powers or preferences of the holders of the Series A Preferred Stock (provided that such separate class voting right shall not apply with respect to an amendment, alteration or repeal of any provision that solely effects a change in the terms of the Corporation's Class A Common Stock, as to which the holders of Series A Preferred Stock will vote together with the holders of Common Stock); or (c) amend, alter or repeal any resolution of the Corporation's Board of Directors or any other instrument establishing and designating the Series A Preferred Stock or any other capital stock of the Corporation, and determining the relative rights and preferences thereof, so as to effect any change in the rights, privileges, powers or preferences of the holders of the Series A Preferred Stock (provided that such separate class voting right shall not apply with respect to an amendment, alteration or repeal of any provision that solely effects a change in the terms of the Corporation's Class A Common Stock, as to which the holders of Series A Preferred Stock will vote together with the holders of Common Stock). 7. Preemptive Rights. None. 8. Priority and Ranking of New Securities Offering. Notwithstanding any other provision of these Articles Supplementary, (i) the Corporation shall have the right to issue additional equity securities (the "New Securities") in order to raise up to $400,000,000 and (ii) the New Securities may bear dividends payable in cash or other consideration, be exchangeable for or convertible into other securities of the Corporation, and will be senior to and have priority over the Series A Preferred Stock in all respects (including without limitation with respect to dividends and distributions upon liquidation, dissolution and winding up of the Corporation), except that upon and after the occurrence of a Trigger Event, the New Securities will rank pari passu with the Series A Preferred Stock in respect of dividends, distributions upon liquidation, dissolution and winding up of the Corporation; provided, however, that the New Securities shall not be issued prior to the Closing Date under the Asset Purchase Agreement by and between River City Broadcasting, L.P. and the Corporation dated as of April 10, 1996 without the consent of the Seller thereunder. 9. Miscellaneous (a) All notices from the Corporation to the holders shall be given by one of the methods specified in paragraph 9(b). (b) All notices and other communications hereunder shall be deemed given (i) on the first business day following the date received, if delivered personally, (ii) on the business day following timely deposit with an overnight courier service, if sent by overnight courier specifying next day delivery and (iii) on the first business day that is five days following deposit in the mails, - 14 - if sent by first class mail to (x) a holder at its last address as it appears on the transfer records oregistry for the Series A Preferred Stock and (y) the Corporation at the following address (or at such other address as the Corporation shall specify in a notice pursuant to this paragraph 9(b)): Sinclair Broadcast Group, Inc., 2000 West 41st Street, Baltimore, Maryland 21211; Attention: Corporate Secretary. (c) The Corporation shall establish and maintain a register, or cause a transfer agent to establish and maintain a register, identifying the holders of shares of Series A Preferred Stock and shall, upon presentation of certificates endorsed for transfer or accompanied by duly executed powers of transfer, register the transfer of shares as evidenced by such certificates or powers of transfer. (d) Any shares of Series A Preferred Stock which have been converted, redeemed, exchanged or otherwise acquired by the Corporation shall, after such conversion, redemption, exchange or acquisition, as the case may be, be retired and promptly canceled and the Corporation shall take all appropriate action to cause such shares to obtain the status of authorized but unissued shares of Preferred Stock without designation as to series, until such shares are once more designated as part of a particular series by the Board of Directors. The Corporation may cause a certificate setting forth a resolution adopted by the Board of Directors that none of the authorized shares of Series A Preferred Stock are outstanding to be filed with the Maryland State Department of Assessments and Taxation. When such certificate becomes effective, all references to Series A Preferred Stock shall be eliminated from the Charter and the shares of Preferred Stock designated hereby as Series A Preferred Stock shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as part of any new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors. (e) The Corporation shall be entitled to recognize the exclusive right of a holder registered according to the Corporation's register as the holder of shares of Series A Preferred Stock, and such record holder shall be deemed the holder of such shares for all purposes. (f) Any registered holder of Series A Preferred Stock may proceed to protect and enforce its rights by any available remedy by proceeding at law or in equity to protect and enforce any such rights, whether for the specific enforcement of any provision in these Articles Supplementary or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. - 15 - ANNEX A TO ARTICLES SUPPLEMENTARY Terms of Series B Preferred Stock --------------------------------- 1. Designation and Amount. The series shall be designated Series B Convertible Preferred Stock (the "Series B Preferred Stock"). The number of authorized shares of Series B Preferred Stock shall initially be 1,500,000 subject to increase by action of the Board of Directors effectuated by further Articles Supplementary in order to provide for the issuance of Dividend Shares (as defined herein). 2. Par Value. The Series B Preferred Stock shall have a par value of $.01 per share. 3. Conversion. (a) Subject to the terms and conditions of this paragraph 3, each holder of Series B Preferred Stock (a "Convertible Holder") shall have the right (a "Conversion Right"), at its option at any time, to convert any or all shares of Series B Preferred Stock held by such Convertible Holder into such number of fully paid and nonassessable shares of Class A Common Stock, par value $.01 per share, of the Corporation as is obtained by (i) multiplying the number of shares of Series B Preferred Stock to be converted by $100.00 per share and (ii) dividing the result by the conversion price of $27.50 or, in case an adjustment of such price has taken place pursuant to the provisions of paragraph 4, then by the conversion price as last adjusted and in effect at the date any share or shares of Series B Preferred Stock are surrendered for conversion (such prices, or such price as last adjusted, being referred to individually as a "Conversion Price" and collectively as the "Conversion Prices"). After the occurrence of a Trigger Event (as defined herein), each Convertible Holder shall be required to convert all shares if the Holder elects to convert any shares. Such Conversion Rights shall be exercised by a Convertible Holder by giving written notice that such Convertible Holder elects to convert its shares of Series B Preferred Stock into Class A Common Stock and by surrender of a certificate or certificates for the shares so to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Convertible Holders) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Class A Common Stock shall be issued. (b) All shares of Series B Preferred Stock shall automatically convert into shares of Class A Common Stock on May 31, 2001 at the Conversion Price then in effect. (c) Notwithstanding anything herein to the contrary, with respect to (i) shares of Series B Preferred Stock which the Corporation has called for redemption pursuant to - 1 - paragraph 5 and redeemed, Conversion Rights shall terminate at the close of business on the redemption date, (ii) a liquidation of the Corporation, Conversion Rights shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Series B Preferred Stock and (iii) Dividend Shares (as hereinafter defined), no conversion to Class A Common Stock shall be permitted and any such Dividend Shares shall be deemed to have been surrendered for cancellation as of the effective time of the conversion of the other shares of Series B Preferred Stock held by the holder of such Dividend Shares. (d) Promptly after surrender of the certificate or certificates for the share or shares of Series B Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of the applicable class of Class A Common Stock issuable upon the conversion of such share or shares of Series B Preferred Stock. No fractional shares of Class A Common Stock will be issued, and a cash payment will be made in lieu of any fractional share in an amount equal to the same fraction of the Conversion Price. To the extent permitted by law, such conversion shall be deemed to have been effected as of the close of business on the date a certificate or certificates are delivered pursuant to paragraph (a) above or on the date of automatic conversion pursuant to paragraph (b) above (whether or not such certificate or certificates for such share or shares shall have been surrendered on such date) and at such time the rights of the Convertible Holder shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Class A Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby. If any certificate or certificates for Series B Preferred Shares shall have been lost, stolen or destroyed, the holder shall, in lieu of delivering such certificate or certificates, deliver to the Corporation or its transfer agent or agents therefor an affidavit of lost certificate or any other document reasonably satisfactory to the Corporation. (e) If any Convertible Holder shall deliver shares for conversion after the Corporation gives a Redemption Notice pursuant to paragraph 5(iii), below, and the Corporation fails to redeem all shares subject to such Redemption Notice and not converted, then the Corporation shall give all converting shareholders notice of its failure to redeem and each converting Convertible Holder may, for a period of 30 days after such notice of failure to redeem, withdraw its conversion and receive back shares of Series B Preferred Stock together with any dividends paid on Series B Preferred Stock (or which would have been paid on Series B Preferred Stock) during the period such Convertible Holder held shares of Class A Common Stock (less any dividends received with respect to such shares of Class A Common Stock). 4. Adjustment to Conversion Price. The Conversion Price is subject to adjustment after April 10, 1996 from time to time as follows: (a) Adjustment to Conversion Price for Stock Splits and Combinations and Dividends and Distributions of Common Stock. If the Corporation (i) pays a dividend or makes a distribution, without consideration, on Common Stock in shares of Common Stock or in any right - 2 - to acquire Common Stock, (ii) subdivides (by stock split, reclassification or otherwise) its outstanding shares of Common Stock into a greater number of shares or (iii) combines (by reverse stock split, reclassification or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such action will be adjusted so that the holder of any Series B Preferred Stock thereafter surrendered for conversion will be entitled to receive the number of shares of Common Stock which such holder would have been entitled to receive immediately following such action had the holder's Series B Preferred Stock been converted immediately prior thereto. An adjustment made pursuant to this Section 4(a) will become effective immediately after the record date in the case of a dividend or distribution and will become effective immediately after the effective date in the case of a subdivision or combination. (b) Adjustments to Conversion Price for Certain Diluting Issues. (i) No Adjustment of Conversion Price. Any provision herein to the contrary notwithstanding, no adjustment in the Conversion Price will be made in respect of the issuance of additional shares of Common Stock (A) unless the issue price for the additional shares of Common Stock issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to, such issue; (B) if the issuance of shares of Class A Common Stock is upon conversion of Series B Preferred Stock; (C) if the issuance of Class A Common Stock is upon the conversion of Class B Common Stock (as defined in the Charter); or (D) if the issuance is of shares of Class A Common Stock that have been reserved for issuance to employees of the Corporation pursuant to stock options that have been granted or which are available to be granted under the Corporation's existing stock option plans and stock options to be granted pursuant to the terms of the Employment Agreement. (ii) Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In case the Corporation issues or sells additional shares of Common Stock, including but not limited to deemed issuances as provided in paragraph 4(b)(iii), for a consideration per share less than the then applicable Conversion Price of the Series B Preferred Stock, then, and in each such case, the Conversion Price of the Series B Preferred Stock will be adjusted so that the adjusted Conversion Price is equal to: C*O + N*P + A O + N where: C = the then current Conversion Price; O = the number of shares of Common Stock outstanding on the record date for the issuance (including all shares issuable on conversion of the Series B Preferred Stock - 3 - and all other shares issuable pursuant to options or convertible securities outstanding immediately prior to the issuance); N = the total number of additional shares of Common Stock issued in the issuance, or issuable upon the exercise or conversion of options or convertible securities; P = the offering price per share of shares of Common Stock issued in the issuance or the price per share of Common Stock payable upon the exercise or conversion of options or convertible securities, in each case minus the amount per share of any expenses payable by the Corporation and any underwriting or similar commissions, compensations or concessions paid or allowed by the Corporation in connection with the issuance; and A = the aggregate consideration, if any, paid to the Corporation upon the issuance for the issuance of options or convertible securities minus the amount of any expenses payable by the Corporation and any underwriting or similar commissions, compensations or concessions paid or allowed by the Corporation in connection with the issuance. (iii) Options and Convertible Securities Deemed Additional Shares of Common Stock. If the Corporation at any time or from time to time after April 10, 1996 shall issue any options or convertible securities (other than in a transaction resulting in an adjustment under paragraph 4(a) or a transaction described in paragraph 4(b)(i)), then, subject to clause (E) below, the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein designed to protect against dilution) of Common Stock issuable upon the exercise of such options, or, in the case of convertible securities and options therefor, the conversion or exchange of such convertible securities and options therefor, shall be deemed to be additional shares of Common Stock issued as of the time such options or convertible securities are issued or, in case a record date shall have been fixed for the determination of holders of any class of securities then entitled to receive any such options or convertible securities, as of the close of business on such record date, provided that in any such case in which additional shares of Common Stock are deemed to be issued: (A) no further adjustments in the Conversion Price shall be made upon the subsequent issue of convertible securities or shares of Common Stock upon the exercise of such options or conversion or exchange of such convertible securities; (B) if such options or convertible securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Corporation, or decrease or increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange thereof, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, - 4 - be recomputed to reflect such increase or decrease insofar as it affects such options or the rights of conversion or exchange under such convertible securities (provided, however, that no such adjustment of the Conversion Price shall affect Common Stock previously issued upon conversion of the Series B Preferred Stock); (C) upon the expiration of any such options or any rights of conversion or exchange under such convertible securities which shall not have been exercised, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if: (i) in the case of convertible securities or options for Common Stock, the only additional shares of Common Stock issued were the shares of Common Stock, if any, actually issued upon the exercise of such options or the conversion or exchange of such convertible securities and the consideration received therefor was the consideration actually received by the Corporation (x) for the issue of all such options, whether or not exercised, plus the consideration actually received by the Corporation upon such exercise, or (y) for the issue of all such convertible securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange; and (ii) in the case of options for convertible securities, only the convertible securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such options, and the consideration received by the Corporation for the additional shares of Common Stock deemed to have been then issued was the consideration actually received by the Corporation for the issue of all such options, whether or not exercised, plus the consideration deemed to have been received by the Corporation upon the issue of the convertible securities with respect to which such options were actually exercised: (D) no readjustment pursuant to clause (B) or (C) above shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price in effect immediately prior to the original adjustment, or (ii) the Conversion Price that would have resulted from any issuance of additional shares of Common Stock between the original adjustment date and such readjustment date if the original adjustment had not been made; (E) in the case of any options which expire by their terms not more than 30 days after the date of issue thereof, no adjustment of the Conversion Price shall be made - 5 - until the expiration or exercise of all such options, whereupon such adjustment shall be made in the same manner provided in clause (C) above. For purposes of this paragraph 4(b)(iii), options means options, warrants or other rights to subscribe for, purchase or otherwise acquire shares of Common Stock or convertiblesecurities, and convertible securities means any evidences of indebtedness, shares (other than the Series A Exchangeable Preferred Stock and the Series B Preferred Stock) or other securities convertible into or exchangeable for shares of Common Stock. (iv) Value of Consideration. For purposes of this paragraph 4(b), the value of the consideration received by the Corporation for the issuance of any additional shares of Common Stock will be computed as follows: (A) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest or accrued dividends; (B) insofar as it consists of publicly traded securities, be computed based upon the average closing price of such securities for the 10 consecutive trading days immediately preceding the day on which the Corporation receives such consideration; and (C) insofar as it consists of property other than cash or publicly traded securities, be computed at the fair value thereof at the time of such issue, as determined in good faith by the Board of Directors. In the event that additional shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, the value of such consideration so received that is allocable to such additional shares of Common Stock will be determined in good faith by the Board. (c) Minimum Adjustment. No adjustment in the Conversion Price will be required unless such adjustment (plus any adjustments not previously made by reason of this paragraph 4) would require an increase or decrease of at least 1% in the Conversion Price; provided, that any adjustments which by reason of this paragraph 4 are not required to be made will be carried forward and taken into account in any subsequent adjustment. All calculations under this paragraph 4 will be made to the nearest cent. (d) Certificate of Adjustment. Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Series B Preferred Stock pursuant to this paragraph 4, the Corporation will promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of such Series B Preferred Stock a certificate, signed by the Chairman of the Board, the Chief Executive Officer, the Treasurer/Chief Financial Officer or any - 6 - other officer of the Corporation of equivalent seniority setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustments or readjustment is based. (e) Dividends and Distributions Payable in Securities of the Company other than Shares of Common Stock. In case the Corporation makes or issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock or rights to acquire Common Stock), then and in each such event provision will be made so that the holders of Series B Preferred Stock will receive upon conversion thereof in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which they would have received had their Series B Preferred Stock been converted into Common Stock on the date of, and immediately prior to such event and had they thereafter retained such securities (together with any distributions paid thereon) until the conversion date. (f) Consolidation, Merger or Sale of Assets. Except as provided in paragraph 7, if any transaction occurs, including without limitation (i) any recapitalization or reclassification of shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (ii) any consolidation or merger of the Corporation with or into another person or any merger of another person into the Corporation (other than a merger in which the Corporation is the surviving corporation and that does not result in a reclassification, conversion, exchange or cancellation of Common Stock), (iii) any sale, lease or transfer of all or substantially all of the assets of the Corporation, or (iv) any compulsory share exchange, pursuant to any of which holders of Common Stock will be entitled to receive other securities, cash or other property, then appropriate provision will be made so that the holder of each share of Series B Preferred Stock then outstanding will have the right thereafter to convert such share only into the kind and amount of the securities, cash or other property that would have been receivable upon such recapitalization, reclassification, consolidation, merger, sale, lease, transfer, or share exchanges by a holder of the number of shares or Common Stock issuable upon conversion of such share of Series B Preferred Stock immediately prior to such recapitalization, reclassification, consolidation, merger, sale, lease, transfer or share exchange, and the Corporation will not enter into any such merger, consolidation, sale, lease, transfer or share exchange unless the company formed by such consolidation or resulting from such merger or that acquires such assets or that acquires the Corporation's shares, as the case may be, makes appropriate provisions to establish such right. 5. Trigger Event. (i) Upon the date that is 180 days after the occurrence of a Trigger Event (as defined below), subject to paragraph 10 hereof, the holders of shares of Series B Preferred Stock, in preference to the holders of any other class of capital stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash or, at the Corporation's option, additional shares of Series B Preferred Stock ("Dividend Shares") on the last day of March, June, September and December in each year - 7 - (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the date that is 180 days after the occurrence of the Trigger Event, in an amount per share (rounded to the nearest cent) equal to (a) with respect to the first four Quarterly Dividend Payment Dates, Three Dollars and Seventy-Five Cents ($3.75) and (b) with respect to the fifth and each succeeding Quarterly Dividend Payment Date, Five Dollars ($5.00). In the event a quarterly dividend is paid (in whole or in part) in Dividend Shares, the number of Dividend Shares to be issued in respect of such dividend payment for each share of Series B Preferred Stock then outstanding shall equal (x) that portion of the quarterly dividend paid in Dividend Shares (expressed in Dollars) divided by (y) 100. (ii) Whether or not declared, dividends shall begin to accrue and be cumulative on initially outstanding shares of Series B Preferred Stock from the 180th day following the Trigger Event. Whether or not declared, dividends shall begin to accrue and be cumulative on Dividend Shares from the date of the applicable Quarterly Dividend Payment Date. All dividends shall accrue on each share on a daily basis, whether or not there are unrestricted funds legally available for the payment of such dividends and whether or not declared, from and after the date such dividends are payable and be rounded to the nearest cent. Any dividends that become payable for any partial dividend period shall be computed on the basis of the actual days elapsed in such period. Dividends paid on the shares of Series B Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated equally among all such shares at the time outstanding. If a portion of a dividend is paid in cash and a portion is paid in Dividend Shares, then the proportion of the dividend paid in cash and the proportion paid in Dividend Shares shall be the same for each share. The Board of Directors may fix a record date for the determination of holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof. (iii) At any time after the occurrence of a Trigger Event, the Corporation shall have the right to purchase all of the shares of Series B Preferred Stock then held by a holder at a purchase price per share equal to (a) One Hundred Dollars ($100.00) plus (b) the amount of any accrued and unpaid dividends and distributions on such share, whether or not declared, to the date of such payment. If the Corporation elects to exercise its right to repurchase pursuant to this paragraph, the Corporation shall fix the date for redemption and shall give notice of such redemption (the "Redemption Notice") not less than 30 nor more than 60 days prior to the date fixed for redemption; provided, however, that the redemption date shall not be sooner than 180 days after the Trigger Event Notice, and the Corporation may give notice of a redemption to occur on such 180th day at any time after the Trigger Event Notice and before the 30th day preceding such 180th day. The Redemption Notice shall specify (i) the time and date on which the redemption will occur; (ii) the redemption price; (iii) that the holders of shares of Series B Preferred Stock have the right to convert such shares into shares of Common Stock at any time prior to the redemption date; and (iv) the Conversion Price on the date of the Redemption Notice. - 8 - (iv) A "Trigger Event" means the termination of Barry Baker's employment with the Corporation prior to the expiration of the initial five-year Agreement Term set forth in the Employment Agreement dated as of April 10, 1996 between Barry Baker and the Corporation (the "Employment Agreement") (x) by the Corporation for any reason other than "for cause" under Section 9 of the Employment Agreement, or (y) by Barry Baker under Section 10.3.1 of the Employment Agreement. (v) The Corporation shall give each Convertible Holder notice of the occurrence of a Trigger Event (the "Trigger Event Notice") within 30 days following the occurrence of the Trigger Event. The Trigger Event Notice shall advise the Convertible Holders of the type of Trigger Event that has occurred and the date on which such Trigger Event occurred. 6. Dividends. Prior to the date that is 180 days after the occurrence of a Trigger Event, the Series B Preferred Stock shall not be entitled to receive any preference with respect to dividends. Notwithstanding the preceding sentence, prior to the date that is 180 days after the occurrence of a Trigger Event, the holders of Series B Preferred Stock shall be entitled to share ratably (with each share of Series B Preferred Stock equivalent to the number of shares of Class A Common Stock into which such share can be converted pursuant to paragraphs 3 and 4 hereof), in the payments of any dividends or other distributions made with respect to Common Stock, including dividends or distributions made in the form of (i) cash, (ii) securities other than Common Stock, (iii) other assets, or (iv) warrants or rights to subscribe for securities other than Common Stock or for other assets. 7. Liquidation Dissolution or Winding Up. (i) Prior to the occurrence of a Trigger Event, subject to the provisions of paragraph 10 hereof, upon any liquidation, dissolution or winding up of the Corporation, the holders of Series B Preferred Stock shall be entitled to receive from assets available for distribution to stockholders, in priority over the Class A Common Stock and the Class B Common Stock and after distributions to any other class of capital stock of the Corporation, an amount in cash (and, to the extent sufficient cash is not available for such payment, property at its fair market value), per share, equal to the Liquidation Price of the Series B Preferred Stock as of the date of payment or distribution. In addition, after the payment of the Liquidation Price, holders of Series B Preferred Stock shall be entitled to receive from assets available for distribution to stockholders, on a pari passu basis and concurrent with payments or distributions made upon liquidation, dissolution or winding-up to the holders of the Corporation's Class A Common Stock and Class B Common Stock, an amount per share equal to the excess, if any, of (i) the amount that would have been payable with respect to such share if it had been converted into shares of Common Stock pursuant to the conversion provisions in Paragraph 3 and Paragraph 4 hereof immediately prior to such payment or distribution (assuming for such purposes that the Liquidation Price in respect of shares of Series B Preferred Stock had not been previously paid) over (ii) the Liquidation Price paid with respect to such share. (ii) After the occurrence of a Trigger Event, subject to the provisions of paragraph 10 hereof, upon any liquidation, dissolution or winding up of the Corporation, the holders of Series - 9 - B Preferred Stock shall be entitled to receive from assets available for distribution to stockholders, in priority over any other class of capital stock of the Corporation, an amount in cash (and, to the extent sufficient cash is not available for such payment, property at its fair market value), per share, equal to the Liquidation Price (as defined below) of the Series B Preferred Stock as of the date of payment or distribution. (iii) The Liquidation Price of any share of Series B Preferred Stock will be the sum of (i) the Agreed Value of such share plus (ii) all accrued and unpaid dividends on such share through and including the determination date. The Agreed Value of any share of Series B Preferred Stock will be One Hundred Dollars ($100.00). (iv) A merger or consolidation of the Corporation in which the holders of shares of capital stock of the Corporation immediately prior to the merger or consolidation hold less than 50% of the votes of capital stock immediately after the merger or consolidation, or a sale of all or substantially all of the Corporation's assets, shall be deemed to be a "liquidation, dissolution or winding-up of the Corporation" for purposes of this paragraph 7. 8. Voting Rights. (a) The holders of Series B Preferred Stock shall be entitled to vote on all matters as to which holders of the Corporation's Class A Common Stock are entitled to vote, with each share of Series B Preferred Stock being entitled to a number of votes equal to the number of shares of Class A Common Stock into which the share could be converted pursuant to paragraphs 3 and 4 hereof, and with the holders of Series B Preferred Stock voting together with the holders of Class A Common Stock as a single class. In addition, holders of Series B Preferred Stock will be entitled to notice of, and to attend, all meetings of stockholders of the Corporation and to vote as a separate class on all matters submitted to the Corporation's stockholders with respect to which holders of stock are required to vote as a separate class under Maryland law. (b) Without the consent of the holders of a majority of the Series B Preferred Stock, voting separately as a single class, the Corporation will not: (i) increase, decrease or effect a subdivision, combination or consolidation of the authorized amount of Series B Preferred Stock or issue or authorize the issuance of authorized but unissued shares of Series B Preferred Stock (in each case, other than for the payment of Dividend Shares pursuant to Section 5(i) hereof); (ii) amend, alter or repeal any provision of its Charter or bylaws so as to effect any change in the rights, privileges, powers or preferences of the holders of the Series B Preferred Stock (provided that such separate class voting right shall not apply with respect to an amendment, alteration or repeal of any provision that solely effects a change in the terms of the Corporation's Class A Common Stock, as to which the holders of Series B Preferred Stock will vote together with the holders of Common Stock); or - 10 - (iii) amend, alter or repeal any resolution of the Corporation's Board of Directors or any other instrument establishing and designating the Series B Preferred Stock or any other capital stock of the Corporation, and determining the relative rights and preferences thereof, so as to effect any change in the rights, privileges, powers or preferences of the holders of the Series B Preferred Stock (provided that much separate class voting right shall not apply with respect to an amendment, alteration or repeal of any provision that solely effects a change in the terms of the Corporation's Class A Common Stock, as to which the holders of Series B Preferred Stock will vote together with the holders of Common Stock). 9. Preemptive Rights. None. 10. Priority and Ranking of New Securities Offering. Notwithstanding any other provisions of these Articles Supplementary, (i) the Corporation shall have the right to issue additional equity securities (the "New Securities") in order to raise up to $400,000,000 and (ii) the New Securities may bear dividends payable in cash or other consideration, be exchangeable for or convertible into other securities of the Corporation, and will be senior to and have priority over the Series B Preferred Stock in all respects (including without limitation with respect to dividends and distributions upon liquidation, dissolution and winding up of the Corporation), except that upon and after the occurrence of a Trigger Event, the New Securities will rank pari passu with the Series B Preferred Stock in respect of dividends, distributions upon liquidation, dissolution and winding up of the Corporation; provided, however, that the New Securities shall not be issued prior to the Closing Date under the Asset Purchase Agreement by and between River City Broadcasting, L.P. and the Corporation dated as of April 10, 1996 without the consent of the Seller thereunder. 11. Miscellaneous. (a) The Corporation shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued stock, for the purpose of effecting the conversion of the shares of Series B Preferred Stock, such number of its duly authorized shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock into such Class A Common Stock at any time (assuming that, at the time of the computation of such number of shares, all such Class A Common Stock would be held by a single holder); provided, however, that nothing contained herein shall preclude the Corporation from satisfying its obligations in respect of the conversion of the shares by delivery of purchased shares of Class A Common Stock that are held in the treasury of the Corporation. All shares of Class A Common Stock which shall be deliverable upon conversion of the shares of Series B Preferred Stock shall be duly and validly issued, fully paid and nonassessable. For purposes of this paragraph 11(a), any shares of Class A Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation. (b) The Corporation shall pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Class A Common Stock on conversion (or pursuant to redemption or exchange) of shares of Series B Preferred Stock pursuant hereto. The Corporation - 11 - shall not, however, be required to pay any tax which is payable in respect of any transfer involved in the issue or delivery of Class A Common Stock in a name other than that in which the shares of Series B Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the Convertible Holder requesting such issue has paid to the Corporation the amount of such tax, or has established, to the satisfaction of the Corporation, that such tax has been paid. (c) All notices from the Corporation to the holders shall be given by one of the methods specified in paragraph 11(d). (d) All notices and other communications hereunder shall be deemed given (i) on the first business day following the date received, if delivered personally, (ii) on the business day following timely deposit with an overnight courier service, if sent by overnight courier specifying next day delivery and (iii) on the first business day that is five days following deposit in the mails, if sent by first class mail to (x) a holder at its last address as it appears on the transfer records or registry for the Series B Preferred Stock and (y) the Corporation at the following address (or at such other address as the Corporation shall specify in a notice pursuant to this paragraph 11(d)): Sinclair Broadcast Group, Inc., 2000 West 41st Street, Baltimore, Maryland 21211; Attention: Corporate Secretary. (e) The Corporation shall establish and maintain a register, or cause a transfer agent to establish and maintain a register, identifying the holders of shares of Series B Preferred Stock and shall, upon presentation of certificates endorsed for transfer or accompanied by a duly executed power of transfer, register the transfer of shares as endorsed by such certificates or powers of transfer. (f) Any shares of Series B Preferred Stock which have been converted, redeemed, exchanged or otherwise acquired by the Corporation shall, after such conversion, redemption, exchange or acquisition, as the case may be, be retired and promptly canceled and the Corporation shall take all appropriate action to cause such shares to obtain the status of authorized but unissued shares of Preferred Stock without designation as to series, until such shares are once more designated as part of a particular series by the Board of Directors; provided, however, that the Corporation shall retain as authorized but unissued shares of Series B Preferred Stock a sufficient number of such shares to allow exchange of shares of Class A Common Stock into Series B Preferred Stock pursuant to paragraph 3(e) hereof or upon the occurrence of a Trigger Event to the extent holders of Class A Common Stock have the right to exchange their Common Stock for Series B Preferred Stock. The Corporation may cause a certificate setting forth a resolution adopted by the Board of Directors that none of the authorized shares of Series B Preferred Stock are outstanding to be filed with the Secretary of State of the State of Maryland. When such certificate becomes effective, all references to Series B Preferred Stock shall be eliminated from the Charter and the shares of Preferred Stock designated hereby as Series B Preferred Stock shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as part of any new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors. - 12 - (g) The Corporation shall be entitled to recognize the exclusive right of a Convertible Holder registered according to the Corporation's register as the holder of shares of Series B Preferred Stock, and such record holder shall be deemed the holder of such shares for all purposes. (h) Any registered holder of Series B Preferred Stock may proceed to protect and enforce its rights by any available remedy by proceeding at law or in equity to protect and enforce any such rights, whether for the specific enforcement of any provision in these Articles Supplementary or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. - 13 - SINCLAIR BROADCAST GROUP, INC. ARTICLES SUPPLEMENTARY SERIES C PREFERRED STOCK Sinclair Broadcast Group, Inc., a Maryland corporation, having its principal office in Baltimore City, Maryland (the "Company"), hereby certifies to the Maryland State Department of Assessments and Taxation as follows: FIRST: Pursuant to authority expressly vested in the Board of Directors of the Company (the "Board of Directors") by Article Sixth of the Charter of the Company, the Board of Directors has duly divided and classified 2,062,000 shares of the Preferred Stock of the Corporation into a series designated "Series C Preferred Stock" and has provided for the issuance of such series. SECOND: The terms of the Series C Preferred Stock, par value of $.01 per share, as set by the Board of Directors are as follows: 1. Designation and Amount. The shares of such series shall be designated as Series C Preferred Stock and the number of shares constituting such series shall initially be 2,062,000 subject to increase or decrease by action of the Board of Directors effectuated by further Articles Supplementary. The liquidation preference of the Series C Preferred Stock shall be $100 per share (the "Liquidation Amount"). The Stated Maturity of the Series C Preferred Stock is March 15, 2009. 2. Ranking. The Series C Preferred Stock will, with respect to dividend rights and rights on liquidation, winding-up and dissolution, rank (i) senior to all classes of common stock of the Company, each other class of capital stock or series of preferred stock established after the date the Series C Preferred Stock is issued (the "Series C Preferred Stock Issue Date") by the Board of Directors the terms of which do not expressly provide that it ranks senior to or on a parity with the Series C Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Company (collectively referred to with all classes of common stock of the Company as "Junior Securities"); (ii) on a parity with any class of capital stock or series of preferred stock established after the Series C Preferred Stock Issue Date, the terms of which expressly provide that such class or series will rank on a parity with the Series C Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution (collectively, "Parity Securities"); and (iii) junior to each class of capital stock or series of preferred stock issued by the Company established after the Series C Preferred Stock Issue Date by the Board of Directors the terms of which expressly provide that such series will rank senior to the Series C Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution (collectively referred to as "Senior Securities"); provided that the Company's Series B Convertible Preferred Stock shall be deemed to be Junior Securities, except that upon the termination of Mr. Barry Baker's ("Mr. Baker's") employment agreement with the Company prior to May 31, 2001, the expiration date of the initial five-year agreement term under the Employment Agreement dated as of April 10, 1996, between Mr. Baker and the Company (the "Employment Agreement"), (i) by the Company for any reason other than "for cause" as defined in the Employment Agreement, or (ii) by Mr. Baker under Section 10.3.1 of the Employment Agreement, then the Series C Preferred Stock shall be deemed Parity Securities and will rank PARI PASSU with the Series B Convertible Preferred Stock in respect of dividend and distributions upon liquidation, dissolution and winding-up of the Company. The Company hereby declares the Series C Preferred Stock to be "New Securities" and the Company shall not declare more than $400 million of equity securities, including the Series C Preferred Stock, as New Securities under the Series B Convertible Preferred Stock for purposes of the Series B Convertible Preferred Stock. 3. Dividends. (a) Beginning on the date of issuance of the Series C Preferred Stock, Holders of Series C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available therefor, cash dividends on the Series C Preferred Stock, at an annual rate equal to 12 5/8% of the then stated Liquidation Amount per share of Series C Preferred Stock as long as the Series C Preferred Stock is outstanding. Dividends will accrue from the date of issuance and will be payable quarterly in arrears on March 15, June 15, September 15, and December 15 of each year (each a "Dividend Payment Date"), commencing on June 15, 1997 to holders of record on the March 1, June 1, September 1, and December 1 next preceding each such Dividend Payment Date, respectively. In the event that any date on which dividends are otherwise payable on the Series C Preferred Stock is not a Business Day, payment of the dividends payable will be made on the next succeeding day that is a Business Day (and without any dividends or other payment in respect of any such delay). Dividends, whether or not declared and whether or not deferred pursuant to an Extension Period, will cumulate and accrue additional cash dividends on unpaid dividends, compounding quarterly at an annual rate equal to 12 5/8%, until declared and paid. Dividend payments may be deferred on the Series C Preferred Stock for up to three consecutive quarters; provided, that the Company pay all dividends due and owing (including any accrued dividends and additional dividends on such dividends, compounded quarterly) in full at least once every four quarters and on March 15, 2009 (each an "Extension Period"). All references in this Articles Supplementary to accrued and unpaid dividends shall be deemed to include a reference to (a) any accumulated or additional dividends on any such accrued and unpaid - 2 - dividends, (b) Registration Default Distributions and any additional dividends thereon and (c) Additional Amounts Attributable to Taxes. Except for Additional Amounts Attributable to Taxes, no amount shall be due and payable during an Extension Period until the end of such period. (b) No full dividends may be declared or paid or funds set apart for the payment of dividends on any Parity Securities for any period unless full cumulative dividends without regard to any Extension Period shall have been or contemporaneously are declared and paid (or are deemed declared and paid) in full or declared and a sum in cash sufficient for full payment of the dividends set apart for such payment on the Series C Preferred Stock. If full dividends are not so paid, the Series C Preferred Stock shall share dividends PRO RATA with the Parity Securities. No dividends may be paid or set apart for such payment on Junior Securities (except dividends on Junior Securities in additional shares of Junior Securities) and no Junior Securities may be repurchased, redeemed or otherwise retired nor may funds be set apart for payment with respect thereto, if full cumulative dividends have not been paid in full (or deemed paid in full) on the Series C Preferred Stock. Dividends on account of arrearages for any past dividend period (whether or not as a result of an Extension Period) and dividends in connection with any optional redemption may be declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record of the Series C Preferred Stock on such date, not more than forty-five (45) days prior to the payment thereof, as may be fixed by the Board of Directors. So long as any shares of the Series C Preferred Stock are outstanding, the Company shall not make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any of the Parity Securities or Junior Securities or any warrants, rights, calls or options exercisable for or convertible into any of the Parity Securities or Junior Securities, and shall not permit any corporation or other entity directly or indirectly controlled by the Company to purchase or redeem any of the Parity Securities or Junior Securities or any such warrants, rights, calls or options unless full cumulative dividends determined in accordance herewith on the Series C Preferred Stock have been paid (or are deemed paid) in full except in the case of Parity Securities if the Series C Preferred Stock shall share in such payments equally and ratably in any distribution of assets of the Company in proportion to the full liquidation preferences to which each is entitled. (c) Dividends payable on shares of the Series C Preferred Stock for any period less than a year shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in the period for which dividends are payable. (d) If the Trust is required to pay any taxes, duties, assessment or governmental charges of whatever nature (other than withholding taxes) imposed by the United States or any taxing authority, then in any such case, the dividend rate on the - 3 - Series C Preferred Stock shall be increased such that the holders of the Parent Preferred will receive an amount as additional preferred dividends equal to the amount of Additional Amounts Attributable to Taxes as defined herein, in addition to the dividends on the Series C Preferred Stock as provided herein. (e) Notwithstanding the foregoing, in the event of a Registration Default which shall be promptly notified to the transfer agent by the Company in an officers' certificate, Registration Default Distributions shall be payable as additional preferred dividends on the Series C Preferred Stock in the amount and on the terms provided in the Registration Rights Agreement, which dividends if unpaid shall accrue additional dividends compounded quarterly. 4. Redemption Provisions. (a) Optional Redemption. The Series C Preferred Stock may be redeemed at any time on or after March 15, 2002, in whole or in part, in cash at the option of the Company, at the redemption prices (expressed as a percentage of such shares' Liquidation Amount) set forth below, if redeemed during the 12- month period beginning March 15 of each of the years set forth below: REDEMPTION YEAR PRICE ---- ---------- 2002 ........................... 105.813% 2003 ........................... 104.650% 2004 ........................... 103.488% 2005 ........................... 102.325% 2006 ........................... 101.163% and thereafter at 100% of such shares' Liquidation Amount, together with accrued and unpaid dividends, if any, to the redemption date (including an amount equal to a prorated dividend from the last payment date to the redemption date). In addition, up to $66,666,666 of the aggregate Liquidation Amount of the Series C Preferred Stock may be redeemed, at the option of the Company at any time on or prior to March 15, 2000 in cash at a redemption price per share equal to 111.625% of the Liquidation Amount thereof, plus accrued and unpaid dividends, if any, out of the net proceeds of one or more Public Equity Offerings of the Company, provided, that, after any such redemption, the number of shares of Series C Preferred Stock outstanding must equal at least 1,395,334. The Series C Preferred Stock may be redeemed pursuant to this clause (a) even though, pursuant to clause (b) below, a Tax Event or an Investment Company Act - 4 - Event has occurred. In such circumstances, redemption can be effected pursuant to either this clause (a) or clause (b) below. (b) Redemption Upon a Tax Event or an Investment Company Act Event. In addition, upon the occurrence of a Tax Eve t or Investment Company Act Event, the Company has the option to redeem the Series C Preferred Stock, in whole or in part, in cash at a redemption price of 105.813% in the case of a Tax Event or 101% in the case of an Investment Company Act Event, in each case of the aggregate Liquidation Amount of the Series C Preferred Stock redeemed plus accrued and unpaid dividends, if any; provided, that at the time of redemption in the case of a Tax Event triggered by an amendment, clarification, or change of laws, treaties or regulations thereunder, such amendment, clarification or change remains in effect. (c) Change of Control. (1) Subject to the following sentence, upon the occurrence of a Change of Control, each holder of Series C Preferred Stock will have the right to require the Company to purchase all or a portion of such holder's Series C Preferred Stock in cash pursuant to the Change of Control Offer described below, in whole or in part, in integral multiples of $100, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of such shares' Liquidation Amount of such Series C Preferred Stock, plus, without duplication, all accrued and unpaid dividends, if any, to the date of purchase (the "Change of Control Purchase Date"), pursuant to the offer described below (the "Change of Control Offer") and the other procedures set forth in these Articles Supplementary. Notwithstanding the foregoing, prior to the redemption or repurchase of all of the Existing Notes, the repayment in full of the Indebtedness under the Bank Credit Agreement, the termination of the commitments and letters of credit issued under the Bank Credit Agreement, and the termination of interest rate protection agreements entered into between the Company and any lenders under the Bank Credit Agreement, the holders of the Series C Preferred Stock may not require the Company to redeem or repurchase such securities as a result of such a Change of Control under any circumstances unless all of the Existing Notes and all indebtedness under the Bank Credit Agreement are repaid, redeemed or repurchased, all of the commitments and letters of credit issued under the Bank Credit Agreement are terminated and all interest rate protection agreements entered into between the Company and any lenders under the Bank Credit Agreement are terminated as a result of such Change of Control, or the holders of such instruments have consented to a Change of Control Offer in which case the date on which all Existing Notes and all indebtedness under the Bank Credit Agreement are so repaid, redeemed or repurchased and such commitments, letters of credit and interest rate protection agreements are terminated or the holders of such instruments have consented to a Change of Control Offer, shall be deemed to be the date on which such Change of Control shall have occurred. - 5 - (2) Within 30 days following any Change of Control, the Company shall, if the holders of Series C Preferred Stock have any right to require the repurchase of such Series C Preferred Stock, give written notice of such Change of Control to the holders of Series C Preferred Stock, by first-class mail, postage prepaid, at their addresses appearing in the security register, stating, among other things, that it is making a Change of Control Offer, the Change of Control Purchase Price and that the Change of Control Purchase Date 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; that any shares of Series C Preferred Stock not tendered will continue to accrue dividends; that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Series C Preferred Stock accepted for payment pursuant to the Change of Control Offer shall cease to accrue dividends after the Change of Control Purchase Date; and certain other procedures that a holder of Series C Preferred Stock must follow to accept a Change of Control Offer or to withdraw such acceptance. (3) On the Change of Control Payment Date, (A) the Company shall, to the extent lawful, (i) accept for payment shares of Series C Preferred Stock tendered pursuant to the Change of Control Offer and (ii) promptly mail (or deliver by wire transfer) to each holder of shares of Series C Preferred Stock so accepted payment in an amount equal to the purchase price for such shares and (B) unless the Company defaults in the payment for the shares of Series C Preferred Stock tendered pursuant to the Change of Control Offer, dividends will cease to accrue with respect to the shares of Series C Preferred Stock tendered and all rights of holders of such tendered shares will terminate, except for the right to receive payment therefor, on the Change of Control Payment Date. The Company shall, if the Series C Preferred Stock is held by any Person other than KDSM, Inc. (or any successor thereof), publicly announce by press release issued in a normal commercial fashion the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (4) A tender made in response to a Change of Control Offer may be withdrawn if the Company receives, not later than one business day prior to the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter, specifying, as applicable, (A) the name of the holder; (B) the certificate number of the Series C Preferred Stock in respect of which such notice of withdrawal is being submitted; (C) the principal amount of the Series C Preferred Stock (which shall be $100 or an integral multiple thereof) delivered for purchase by the holder as to which such notice of withdrawal is being submitted; (D) a statement that such holder is withdrawing his election to have such principal amount of such Series C Preferred Stock purchased; and (E) the principal amount, if any, of such Series C Preferred Stock (which shall be $100 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. - 6 - (d) Procedure for Redemption. On and after a redemption date, unless the Company defaults in the payment of the applicable redemption price, dividends will cease to accrue on shares of Series C Preferred Stock called for redemption and all rights of holders of such shares will terminate except for the right to receive the redemption price without dividends. If a notice of redemption shall have been given as provided in the succeeding sentence, and the funds necessary for redemption (including an amount in respect of all dividends that will accrue to the redemption date) shall have been segregated and irrevocably set apart by the Company, in trust for the benefit of the holders of the shares called for redemption, then dividends shall cease to accrue on the redemption date on the shares to be redeemed and, at the close of business on the date on, or when, such funds were segregated and set apart, the holders of the shares to be redeemed shall cease to be stockholders of the Company and shall be entitled only to receive the redemption price for such shares. The Company will send a written notice of redemption by first class mail to each holder of record of shares of Series C Preferred Stock, not fewer than 30 days nor more than 60 days prior to the date fixed for such redemption at its registered address. Shares of Series C Preferred Stock issued and reacquired will, upon compliance with the applicable requirements of Maryland law, have the status of authorized but unissued shares of preferred stock of the Company undesignated as to series and may with any and all other authorized but unissued shares of preferred stock of the Company be designated or redesignated and issued or reissued, as the case may be, as part of any series of preferred stock of the Company, except that any issuance or reissuance of shares of preferred stock must be in compliance with these Articles Supplementary and except that such shares may not be reissued or sold as shares of Series C Preferred Stock. (e) Mandatory Redemption. On March 15, 2009, the Company shall redeem from any source of funds legally available therefor, in the manner provided above, all of the shares of the Series C Preferred Stock then outstanding at a redemption price equal to 100% of the Liquidation Amount per share, plus, without duplication, an amount in cash equal to all accrued and unpaid dividends per share to the date of redemption. 5. Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, holders of Series C Preferred Stock will be entitled to be paid out of the assets of the Company available for distribution $100 per share, plus any accrued and unpaid dividends thereon to the date fixed for liquidation, dissolution or winding-up (including an amount equal to a prorated dividend from the last dividend payment date to the date fixed for liquidation, dissolution or winding-up), before any distribution is made on any Junior Securities, including, without limitation, any common stock of the Company. If upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, the amounts payable with respect to the Series C Preferred Stock and all other Parity Securities are not paid in - 7 - full, the holders of the Series C Preferred Stock and the Parity Securities will share equally and ratably in any distribution of assets of the Company in proportion to the full liquidation preferences to which each is entitled. After payment of the full amount of the liquidation preferences to which they are entitled, the holders of shares of Series C Preferred Stock will not be entitled to any further participation in any distribution of assets of the Company. However, neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Company nor the consolidation or merger of the Company with one or more corporations shall be deemed to be a liquidation, dissolution or winding-up of the Company. 6. Voting Rights. (a) Holders of the Series C Preferred Stock, except as provided by applicable law or as set forth in p ragraphs (i), (ii), (iii) and (iv) below, and in Sections 6(b) and (d) and in Section 9(c), shall not be required or permitted to vote on any matter required or permitted to be voted upon by the stockholders of the Company. Notwithstanding the previous sentence, if (i) cash dividends on the Series C Preferred Stock (including any accrued dividends thereon) are in arrears and unpaid for four or more quarterly dividend payments (whether or not pursuant to an Extension Period) (a "Dividend Default"), (ii) the Company shall fail to make and consummate a Change of Control Offer upon the occurrence of a Change of Control whether or not the Company is required to make or consummate a Change of Control Offer pursuant to Section 4(c), (iii) the Company fails to discharge any redemption obligation with respect to the Series C Preferred Stock; or (iv) a breach or violation of any of the provisions described in the next paragraph or under Section 9 occurs and such breach or violation continues for a period of 30 days or more, then in any such case, the holders of a majority of the Liquidation Amount of the then outstanding Series C Preferred Stock, voting separately as a single class, shall have the right, at a meeting of the holders of Series C Preferred Stock or by such holders' written consent or at any annual or special meeting of the stockholders of the Company for the election of directors, to elect, by vote of the holders of a majority of the Liquidation Amount of then outstanding Series C Preferred Stock present (in person or by proxy), two (2) directors ("Preferred Directors") of the Corporation. The two directorships positions promptly will be made available as a result of (A) vacancies on the Board of Directors at the time the holder's right to vote arose, (B) two resignations from the Board of Directors, submitted by current directors to permit the Preferred Directors to join the Board of Directors, (C) permitting the holders of a majority of the Liquidation Amount of the then outstanding Series C Preferred Stock, voting separately as a class, to declare that the number of directors constituting the full Board of Directors shall be increased by two or (D) a combination of the factors described in (A), (B), or (C). Such voting rights will continue until such time as, in the case of a Dividend Default, all dividends in arrears on the Series C Preferred Stock are paid in full in cash, in the case of - 8 - a Change of Control, the Company consummates a Change of Control Offer and, in all other cases, any failure, breach or default is remedied or waived by the holders of a majority of the Liquidation Amount of Series C Preferred Stock then outstanding, at which time the terms of any directors elected pursuant to the provisions of this paragraph shall terminate. Each such event described in clauses (i) through (iv) above is hereby referred to herein as a "Voting Rights Triggering Event," and such voting rights will be the exclusive sole remedy at law or in equity of the holders of the Series C Preferred Stock. (b) Each Preferred Director elected by the holders of shares of the Series C Preferred Stock pursuant to Section 6(a) shall continue to serve as director for a term of one year, except that upon termination of the right of holders of the Series C Preferred Stock as a class to elect two directors as provided herein, the term of office of such directors shall automatically terminate. The Preferred Directors may be removed by, and except as provided in the immediately preceding sentence shall not be removed except by, the vote of the holders of record of a majority of the outstanding Liquidation Amount of the Series C Preferred Stock present (in person or by proxy) and voting separately as a single class at a meeting of such stockholders, or at any meeting of the holders of the Series C Preferred Stock called for that purpose, or by written consent signed by the holders of a majority of the outstanding Liquidation Amount of the Series C Preferred Stock. In the event that one or both of the Preferred Director positions are vacant for any reason other than the termination of the right of the holders of Series C Preferred Stock to elect the Preferred Directors, the holders of a majority of the outstanding Liquidation Amount of Series C Preferred Stock shall be permitted to elect a sufficient number of directors to fill such vacancies. (c) So long as the right of the holders of Series C Preferred Stock described in this Section 6 to vote for directors continues, the Secretary of the Company or the person performing the functions of the secretary of the Company shall call, upon the written request of any holder of record of the Series C Preferred Stock addressed to him or her at the principal office of the Company or, if such a request is not made, upon his or her own motion, a special meeting of the holders of such shares for the election of such directors, as provided herein. Such meeting shall be held not less than 20 or more than 45 days after the accrual of such voting rights, at the place and upon the notice provided by law and in the by-laws of the Company for the holding of meetings of shareholders. (d) No class of Senior Securities may be authorized by the Company without the affirmative vote or consent of the holders of at least a majority in Liquidation Amount of Series C Preferred Stock then outstanding, voting or consenting. These Articles Supplementary and the Amended and Restated Articles of Incorporation of the Company may not be amended so as to affect adversely the specified rights, preferences, - 9 - privileges or voting rights of holders of Series C Preferred Stock or Preferred Securities nor may the issuance of any additional shares of Series C Preferred Stock be authorized, without the affirmative vote or consent of the holders of at least a majority of the outstanding Liquidation Amount of Series C Preferred Stock, voting or consenting, as the case may be, as separate classes, provided that without the approval by the vote or written consent of the holders of all outstanding Series C Preferred Stock, the Company may not, and may not permit any Person to, amend, repeal or change the dividend amounts provided in Section 3, the Liquidation Amount, the provisions of Section 4(a), (b) and (e) providing for redemption, the provisions in Section 4(c) regarding actions which may, in certain circumstances, be taken upon a Change of Control, or in any case, the definitions related thereto. The holders of at least a majority of the outstanding Liquidation Amount of Series C Preferred Stock, voting or consenting, as the case may be, as a single class, may also waive compliance with any provision of these Articles Supplementary except that a default upon any provision that would require 100% consent of the holders of Series C Preferred Stock to amend such provision may not be waived without the approval by the vote or written consent of the holders of all of the outstanding shares of Series C Preferred Stock. (e) If entitled to voting rights, each holder of Series C Preferred Stock will be entitled to one vote for each $100 aggregate Liquidation Amount of Series C Preferred Stock held by such holder. 7. Preemptive Rights. No shares of Series C Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Company, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities or such warrants, rights or options may be designated, issued or granted. 8. Conversion or Exchange. The holders of shares of Series C Preferred Stock shall not have any rights hereunder to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of Capital Stock of the Company. 9. Covenants. (a) Limitation on Indebtedness. (I) The Company will not, and will 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 Restricted Subsidiary 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. - 10 - (II) 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 $300 million under any revolving credit facility thereunder; (ii) Indebtedness of the Company pursuant to the Existing Notes and Indebtedness of any Subsidiary of the Company pursuant to a guarantee of the Existing Notes; (iii) Indebtedness of any Subsidiary of the Company 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 the Series C Preferred Stock is issued and listed on Schedule I to these Articles Supplementary; (v) Indebtedness of the Company owing to a Restricted Subsidiary; provided, 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 (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a 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 (b) 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 by any Restricted Subsidiary of Indebtedness of the Company or another Restricted Subsidiary which, if any Existing Notes are outstanding, are made in accordance with the Existing Indentures and guarantees by the Company or any Subsidiary of the KDSM Senior Debentures; - 11 - (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 occurrence; (ix) any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a "refinancing") of any Indebtedness described in clauses (ii), (iii), and (iv) 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 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 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 (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 additional Indebtedness shall not exceed $10,000,000. (b) Limitation on Restricted Payments. (I) The Company will not, and will 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 Junior Securities or Parity Securities (other than dividends or distributions payable solely in its Junior Securities or Parity Securities); (ii) purchase, redeem or otherwise acquire or retire for value, directly or indirectly, any Junior Securities or Parity Securities or warrants, rights or options to acquire shares of Junior Securities or Parity Securities (except Junior Securities or Parity Securities held by the Company or a Wholly Owned Restricted Subsidiary); (iii) 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); (iv) incur, create or assume any guarantee of Indebtedness of any Affiliate (other than a Wholly Owned Restricted Subsidiary of the Company); or (v) make any Investment in any Person (other than any Permitted Investments) - 12 - (any of the foregoing payments described in clauses (i) through (v), 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, whose determination shall be conclusive and evidenced by a board resolution), (1) no Voting Rights Triggering Event shall have occurred and be continuing or would occur as a consequence thereof, (2) all accrued and unpaid dividends on the Series C Preferred Stock payable on any Dividend Payment Date prior to the date of the Restricted Payment have been declared and paid in cash and (3) the aggregate amount of all such Restricted Payments declared or made after the Issue Date 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; and (B) the aggregate Net Cash Proceeds received after the Issue Date by the Company from capital contributions (other than from a Restricted Subsidiary) or from the issuance or sale (other than to any of its Restricted Subsidiaries) of its Qualified Equity Interests (except, in each case, to the extent such Net Cash Proceeds are used to purchase, redeem or otherwise retire Equity Interests as set forth in Section (9)(b)(II)(iii)); and (C) the aggregate Net Cash Proceeds from the sale of the Series C Preferred Stock to KDSM, Inc. on the Issue Date. (II) Notwithstanding the foregoing, and in the case of clause (ii) below, so long as no Voting Rights Triggering Event is continuing, the foregoing provisions shall not prohibit the following actions (clauses (i) through (iii) 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 (I) of this Section and such payment shall be deemed to have been paid on such date of declaration for purposes of the alculation required by paragraph (I) 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); or (iii) the repurchase, redemption, or other acquisition or retirement of any Junior Securities 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 Junior Securities - 13 - which are Qualified Equity Interests of the Company; provided that the Net Cash Proceeds from the issuance of such Junior Securities which are Qualified Equity Interests of the Company are excluded from clause (3)(B) of paragraph (I) of this Section. (c) Merger, Consolidation and Sale of Assets. Without the affirmative vote of the holders of a majority of the Liquidation Amount of the issued and outstanding shares of Series C Preferred Stock, voting or consenting, as the case may be, as a separate class, the Company may not in a single transaction or a series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, another Person or adopt a plan of liquidation unless (i) either (a) the Company is the survivor of such merger or consolidation or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety or, in the case of a plan of liquidation, the Person to which assets of the Company have been transferred shall be a corporation, partnership or trust organized and existing under the laws of the United States or any State thereof or the District of Columbia; (ii) the Series C Preferred Stock shall be converted into or exchanged for and shall become shares of such successor, transferee or resulting Person, having in respect of such successor, transferee or resulting Person, the same powers, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series C Preferred Stock had immediately prior to such transaction; (iii) immediately after giving effect to such transaction and the use of proceeds therefrom (on a PRO FORMA basis, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 9(a); (iv) immediately after giving effect to such transaction, no Voting Rights Triggering Event shall have occurred or be continuing; and (v) the Company has delivered to the transfer agent prior to the consummation of the proposed transaction an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, or transfer complies with these Articles Supplementary and that all conditions precedent contained herein relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties or assets of the Company, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (d) Limitation on Transactions with Affiliates. The Company will not, and will 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 - 14 - Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless (a) such transaction or series of related 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 transfer agent of, or the holders of, the Series C Preferred Stock 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 (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 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 Series C Preferred Stock is initially issued. (e) Limitation on Sale of Assets. (i) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (A) at least 80% of the consideration from such Asset Sale is received in cash and (B) 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 and evidenced in a board resolution or in connection with an Asset Swap as determined in writing by a nationally recognized investment banking or appraisal firm); provided however, that in the event 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 (A) and (B). Notwithstanding the foregoing, clause (A) of the preceding sentence shall not be applicable to any Asset Swap. (ii) The Company and its Restricted Subsidiaries consummating such an Asset Sale shall apply the Net Cash Proceeds thereof to the permanent prepayment of Indebtedness, or within 12 months of the Asset Sale, to the purchase of properties and - 15 - 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 Issue Date or in businesses reasonably related thereto. (f) Limitation on Unrestricted Subsidiaries. The Company will not make, and will 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 9(b). 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. For all purposes under these Articles Supplementary, KDSM, Inc. and all of its Subsidiaries are deemed to be Unrestricted Subsidiaries but any Investment by the Company in KDSM, Inc. shall not be deemed a Restricted Payment. (g) Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company will, 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 Section 13(a) or 15(d) if the Company were so subject, such documents to be filed with the Commission to the extent permitted under the Exchange Act 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 transmit by mail to all holders, as their names and addresses appear in the stock register of the Company, without cost to such holders of the Series C Preferred Stock, 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. 10. Definitions. As used in these Articles Supplementary, the terms below shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires: "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 - 16 - 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. "Additional Amounts Attributable to Taxes" means, if the Trust is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States or any other taxing authority, such additional amounts as shall be required to be paid under the KDSM Senior Debentures so that the net amounts received by the Trust under the KDSM Senior Debentures and available for distribution to holders of the Preferred Securities and the Common Securities by the Trust after paying such taxes, duties, assessments or governmental charges shall not be less than the amounts the Trust would have received had no such taxes, duties, assessments or governmental charges been imposed. "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 Interest 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 indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Asset Sale" means with respect to any Person 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 of such Person; (ii) all or substantially all of the properties and assets of any division or line of business of such Person or any of its Restricted Subsidiaries; or (iii) any other properties or assets of such Person or any of its Restricted Subsidiaries, 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 the provisions described under Section 9(c), (B) that is by such Person to any Wholly Owned Restricted Subsidiary, or by any Restricted Subsidiary to any Person or any Wholly Owned Restricted Subsidiary in accordance with the terms of - 17 - the operative document or (C) that aggregates not more than $1,000,000 in gross proceeds. "Asset Swap" means an Asset Sale by any Person 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 the operative document or reasonably related thereto. "Bank Credit Agreement" means the Second Amended and Restated Credit Agreement, dated as of May 31, 1996, as amended, among 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, N.A., as agent, as such agreement may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructuring, replacements, supplementations or other modifications of the foregoing). The term "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 9(a); 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 clause (i) of the definition of "Permitted Indebtedness," of these Articles Supplementary. "Business Day" means any day other than (x) a Saturday or a Sunday or (y) a day on which banking institutions in Maryland or the City of New York are authorized or obligated by law or executive order to remain closed or (z) a day on which the office of the transfer agent or an agent or affiliate thereof at which any particular time the transfer agency business for the purposes of the Series C Preferred Stock shall be principally administered is closed for business. "Capital Lease Obligation" means any obligation under any capital lease of real or personal property which, in accordance with GAAP, has been recorded as a capitalized lease obligation. "Capital Stock" means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock. "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 - 18 - 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 ; (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election to such board of directors or whose nomination for election by the shareholders of the Company, was approved by a vote of 66 2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such board of directors then in office; (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 under Section 9(b) (and such amount shall be treated as a Restricted Payment) 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 of Section 9(c). "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 issuance of the Series C Preferred Stock, the 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. "Common Securities" means the common stock of the Trust. - 19 - "Consolidated Interest Expense" means, for any Person without duplication, for any period, the sum of (a) the interest expense of such Person 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 such Person during such period, and all capitalized interest of such Person and its Consolidated Restricted Subsidiaries, in each case as determined in accordance with GAAP consistently applied. "Consolidated Net Income (Loss)" means, for any period, for any Person, the Consolidated net income (or loss) of such Person and its Consolidated Restricted Subsidiaries for such period as determined in accordance with GAAP consistently applied, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication, (i) all extraordinary gains but not losses (less all fees and expenses relating thereto), (ii) the portion of net income (or loss) of such Person 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 such Person or its Consolidated Restricted Subsidiaries by such other Person during such period, (iii) net income (or loss) of any Person combined with such Person 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 disposition 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. "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. "Cumulative Consolidated Interest Expense" means, as of any date of determination, Consolidated Interest Expense from the Issue Date to the end of such Person's most recently ended full fiscal quarter prior to such date, taken as a single accounting period. - 20 - "Cumulative Operating Cash Flow" means, as of any date of determination, Operating Cash Flow from the Issue Date to the end of such Person's most recently ended full fiscal quarter prior to such date, taken as a single accounting period. "Debt to Operating Cash Flow Ratio" means, for any Person as of any date of determination, the ratio of (a) the aggregate principal amount of all outstanding Indebtedness of such Person 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 such Person or a Wholly Owned Restricted Subsidiary of such Person), to (b) Operating Cash Flow of such Person 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 were incurred, and the application of such proceeds had occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by such Person and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness were 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 such Person 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). "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 applicable security or are redeemable at the option of the holder thereof at any time prior to any such Stated Maturity, 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. - 21 - "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Existing Notes" means the Company's 10% Senior Subordinated Notes due 2003 and the Company's 10% Senior Subordinated Notes due 2005. "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 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. "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 the 1993 Notes. "Guaranteed Debt" of any Person means, without duplication, all Indebtedness of any other person referred to in the definition of Indebtedness contained herein and 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. "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 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 - 22 - 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 any obligations of the Company and its Restricted Subsidiaries with respect to Film Contracts entered into in the ordinary course of business. 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 any Person and its Restricted Subsidiaries shall not include any Indebtedness of Unrestricted Subsidiaries so long as such Indebtedness is non-recourse to the Company and its 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 these Articles Supplementary, 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 Company. "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 thereof) 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. - 23 - "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/or other types of interest rate hedging agreements from time to time. "Investment Company Act Event" means the receipt by the Trust or KDSM, Inc. of an opinion of nationally recognized independent counsel experienced in practice under the Investment Company Act of 1940, as amended (the "1940 Act"), to the effect that as a result of the occurrence of a change in law or regulation or a change in official interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority (a "Change in 1940 Act Law"), the Trust or KDSM, Inc. is or will be considered an "investment company" which is required to be registered under the Investment Company Act of 1940, as amended (the "1940 Act"), which Change in 1940 Act Law becomes effective on or after the Issue Date. "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. "Issue Date" means the date the Preferred Securities are initially issued by the Sinclair Capital and the Series C Preferred Stock is issued to KDSM, Inc. "KDSM, Inc." means KDSM, Inc., a Maryland corporation. "KDSM Senior Debentures" means the 11 5/8 Senior Debentures due 2009 issued by the KDSM, Inc. "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. "Liquidation Amount" has the meaning set forth in Section 1. "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 - 24 - 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. "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 such Person or any of its Restricted Subsidiaries) owning a beneficial interest in the assets subject to the Asset Sale and (v) appropriate amounts to be provided by such Person or any of its Restricted Subsidiaries, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by such Person or any of its Restricted Subsidiaries, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit 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 9(b), 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 such Person or any of its Restricted Subsidiaries), 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. "Operating Cash Flow" for any Person means, for any period, the Consolidated Net Income of such Person 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, plus (b) provision for taxes based on income or - 25 - profits, to the extent such provision for taxes was included in computing such Consolidated Net Income, and any provision for taxes utilized in computing the net losses under clause (a) hereof, plus (c) Consolidated Interest Expense of such Person 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 (including amortization of goodwill and other intangibles, including Film Contracts and write-downs of Film Contracts, minus (f) 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). "Parity Securities" has the meaning set forth in Section 3 hereto. "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 clauses (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 set forth in Section 9(a)(II). "Permitted Investment" means (i) Investments in any Restricted Subsidiary, (ii) Indebtedness of the Company or a Restricted Subsidiary described under clauses (v), (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 9(e) to the extent such Investments are non-cash proceeds as permitted under such covenant, (v) guarantees of Indebtedness permitted by clause (iii) of the definition of "Permitted Indebtedness", (vi) Investments in existence on the Preferred Stock Issue Date, (vii) loans up to an aggregate of $1,000,000 outstanding at any one 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 Existing Notes or the Preferred Securities, (ix) any guarantee given by a Guarantor of any Indebtedness of the Company given in accordance with the terms of the Series C Preferred Stock, (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 - 26 - in businesses reasonably related to the Company's businesses as of the Preferred Stock Issue Date that do not exceed $100,000,000 at any time outstanding. "Permitted Subsidiary Indebtedness" means: (i) Indebtedness of any Subsidiary under Capital Lease Obligations incurred in the ordinary course of business; and (ii) Indebtedness of any Subsidiary (a) issued to finance or refinance the purchase or construction of any assets of such Subsidiary or (b) secured by a Lien on any assets of such Subsidiary 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. "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. "Preferred Securities" means the 11 5/8% Highly Yield Trust Offered Preferred Securities of Sinclair Capital. "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. "Registration Default" has the meaning specified in Section 2(d) of the Registration Rights Agreement. "Registration Default Distributions" has the meaning specified in Section 2(d) of the Registration Rights Agreement. - 27 - "Registration Rights Agreement" means the registration rights agreement dated as of March 5, 1997, among the Trust, KDSM, Inc., the Company and Smith Barney, Inc. and Chase Securities Inc. as initial purchasers. "Restricted Subsidiary" of any Person means a Subsidiary of such Person other than an Unrestricted Subsidiary. "Sale and Leaseback Transaction" means any transaction or series of related transactions pursuant to which any Person 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. "Securities Act" means the Securities Act of 1933, as amended. "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. "Subsidiary" of any Person means any Person a majority of the equity ownership or the Voting Stock of which is at the time owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries. "Tax Event" means the receipt by the Trust of an Opinion of Counsel experienced in such matters to the effect that, as a result of (a) any amendment to, clarification of, or change (including any announced prospective change) in the laws or treaties (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or (b) any judicial decision, official administrative pronouncement, ruling, regulatory procedure, notice or announcement (including any notice or announcement of intent to adopt such procedures or regulations) ("Administrative Action"), or (c) any amendment to, clarification of, or change in the official position or the interpretation of such Administrative Action or judicial decision or any interpretation or pronouncement that provides for a position with respect to such Administrative Action or judicial decision that differs from the therefore generally accepted position, in each case, by any legislative body, court, governmental authority or regulatory body, irrespective of the manner in which such amendment, clarification or change is made known, which amendment, clarification, or change is effective or such pronouncement or decision is announced on or after the Issue Date, there is more than an insubstantial risk that (i) the Trust is, or will be, subject to United States federal income tax with respect to interest received on the KDSM Senior Debentures, (ii) interest payable by KDSM, Inc. on the KDSM Senior Debentures is not, or will not be, fully deductible - 28 - for United States federal income tax purposes, (iii) the Trust is, or will be, subject to more than a DE MINIMIS amount of other taxes, duties or other governmental charges. "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 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 Investors Service, Inc. ("Moody's") or any successor rating agency or "A-1" (or higher) according to Standard & Poor's Rating Group, a division of McGraw-Hill, Inc. ("S&P") or any successor rating agency, (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) 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 having capital and surplus in excess of $500,000,000. "Trust" means Sinclair Capital, a Delaware business trust. "Unrestricted Subsidiary" of any Person means (i) any Subsidiary of such Person that at the time of determination shall be an Unrestricted Subsidiary (as designated by the Board of Directors of such Person, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of such Person may designate any Subsidiary of such Person (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, in the case of the Series C Preferred Stock, violate the provisions of Section 9(f). Any such designation by the board of directors of such Person 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 such Person 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 9(a). For purposes of this definition, KDSM, Inc. and its Subsidiaries shall be considered Unrestricted Subsidiaries - 29 - and any Investment by the Company and any of its Subsidiaries in KDSM, Inc. or its Subsidiaries shall not be deemed a Restricted Payment. "Unrestricted Subsidiary Indebtedness" of any Unrestricted Subsidiary of any Person means Indebtedness of such Unrestricted Subsidiary (i) as to which neither such Person nor any of its Restricted Subsidiaries is directly or indirectly liable (by virtue of such Person 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 such Person 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) such Person 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 such Person or any Restricted Subsidiary to declare, a default on such Indebtedness of such Person or any Restricted Subsidiary or cause the payment thereof to be accelerated or payable prior to its Stated Maturity. "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" of any Person means a Restricted Subsidiary all the Equity Interest of which is owned by such Person or another Wholly Owned Restricted Subsidiary of such Person. - 30 - IN WITNESS WHEREOF, Sinclair Broadcast Group, Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on March 12 1997. WITNESS: SINCLAIR BROADCAST GROUP, INC. /s/ J. Duncan Smith By:/s/ David D. Smith - ------------------------------ ------------------------------- J. Duncan Smith, Secretary David D. Smith, President THE UNDERSIGNED, President of SINCLAIR BROADCAST GROUP, INC., who executed on behalf of the Corporation these Articles Supplementary of which this certificate is made a part, hereby acknowledges in the name and on behalf of the Corporation the foregoing Articles Supplementary to be the corporate act of the Corporation and hereby certifies that the matters and facts set forth herein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. /s/ David D. Smith ------------------------------- David D. Smith, President SCHEDULE I EXISTING INDEBTEDNESS OF SINCLAIR BROADCAST GROUP, INC. AUDITS SUBSIDIARIES AS OF MARCH 12,1997 Balance Bank Credit Agreement, Tranche A Term Loan $ 520,000,000 Bank Credit Agreement, Tranche B Term Loan 198,500,000 Bank Credit Agreement, Revolving Credit Commitment 135,000,000 Senior Subordinated notes due 2003, interest at 10% 100,000,000 Senior Subordinated notes due 2005, interest at 10% 300,000,000 Subordinated installment notes payable to former majority owners interest at 8.75%, principal payments in varying amounts due annually beginning October 1991, with a balloon payment due at maturity in May 2005 10,447,566 Capital lease for building, interest at 17.5% 1,347,353 Capital lease for broadcasting tower facilities, interest rates averaging 10% 179,906 Capital leases for building and tower, interest at 8.25% 1,823.687 --------------- Total Debt $1,267,298,513 =============== SINCLAIR BROADCAST GROUP, INC. ARTICLES OF AMENDMENT Sinclair Broadcast Group, Inc. a Maryland corporation having its principal office in Baltimore City, Maryland (the "Company"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Articles Supplementary to the charter of the Company relating to the Company's Series C Preferred Stock, which Articles Supplementary the State Department of Assessments and Taxation received and approved for record on March 11, 1997, are hereby amended by inserting the following text before the period in the last sentence of item 4(d): ;provided however, that nothing in these Articles Supplementary shall be deemed to prevent the Company from exchanging shares of Series C Preferred Stock for like shares that have been registered under the Securities Act of 1933 pursuant to the Company's obligations under the Registration Rights Agreement SECOND: The amendment to the Articles Supplementary hereinabove set forth has been approved by a majority of the entire board of directors. IN WITNESS WHEREOF: Sinclair Broadcast Group, Inc. has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on August 14, 1997. ATTEST: SINCLAIR BROADCAST GROUP, INC. /s/ J. Duncan Smith /s/ David D. Smith - ---------------------------- --------------------------------- J. Duncan Smith David D. Smith Secretary President THE UNDERSIGNED President of Sinclair Broadcast Group, Inc. (the "Company"), who executed on behalf of said Company the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Company, the foregoing Articles of Amendment to be the corporate act of said Company and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ David D. Smith -------------------------- David D. Smith EX-3.9 3 EXHIBIT 3.9 EXHIBIT 3.9 CERTIFICATE OF INCORPORATION OF KABB LICENSEE, INC. FIRST: The name of the corporation is KABB Licensee, Inc. SECOND: The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH: The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P.O. Box 551, Wilmington, Delaware 19899. SIXTH: In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1. Election of Directors need not be by written ballot. - 1 - 2. The Board of Director is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH: Except to the extent that the General Corporation Law or the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its - 2 - stockholders for monetary damages for any breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts is in settlement actually and reasonably incurred by him or on his behalf in connection with such action suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. - 3 - The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation EXECUTED at Wilmington, Delaware, on April 23,1996. /s/ Siobhan Cameron --------------------- Siobhan Cameron - 4 - CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF KABB LICENSEE, INC. - -------------------------------------------------------------------------------- The Board of Directors of; KABB LICENSES, INC. a Corporation of the State of Delaware, on this 7th day of April, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this state be, and the same hereby is: 1013 Centre Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICES COMPANY KABB LICENSEE, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncan Smith this 7th day of April A.D. 1997. J. Duncan Smith ------------------------- Authorized Officer - 1 - EX-3.10 4 EXHIBIT 3.10 EXHIBIT 3.10 BY-LAWS OF KABB LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I Stockholders Section 1. 1. Annual Meeting. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5. Quorum. Except as otherwise provided by law, the certificate - 1 - of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting: Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote. thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. Ah other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. - 2 - Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action- and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list Of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of - 3 - stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1. 10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockhold ers as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE 11 Board of Directors Section 2. 1. Number: Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Section 2.2. Election; Resignation: Removal: Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any - 4 - newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meeting. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum: Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. - 5 - ARTICLE III Committees Section 3. 1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV Officers Section 4. 1. Executive Officers: Election: Qualifications: Term of Office: Resignation: Removal, Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so, provided, as - 6 - generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V Stock Section 5. 1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI Indemnification Section 6. 1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. - 7 - Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VII Miscellaneous Section 7.1. Fiscal Year. The Fiscal year of the corporation shall be determined by resolution of the Board of Directors. Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether - 8 - before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors: Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if. (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. - 9 - EX-3.11 5 EXHIBIT 3.11 EXHIBIT 3.11 CERTIFICATE OF INCORPORATION OF KDNL LICENSEE, INC. FIRST. The name of the corporation is KDNL Licensee, Inc. SECOND. The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH. The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P. 0. Box 551, Wilmington, Delaware 19899. SIXTH. In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1. Election of Directors need not be by written ballot. -1- 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH. Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its -2- stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. -3- The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on April 23, 1996 /s/ Siobhan Cameron ------------------------- Siobhan Cameron -4- CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF KDNL LICENSEE, INC. - -------------------------------------------------------------------------------- The Board of Directors of: KDNL LICENSEE, INC. a Corporation Of the State Of Delaware, on this 7th day of April A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is; 1013 Centre Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805, The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY. KDNL LICENSEE, INC. a Corporation of the state of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncah Smith this 7th day of April A.D. 1997. /s/ J. Duncan Smith ------------------------------- Authorized Officer -5- EX-3.12 6 EXHIBIT 3.12 EXHIBIT 3.12 BY-LAWS OF KDNL LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I STOCKHOLDERS Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, - 1 - notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote. thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by - 2 - the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote hereon. Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for - 3 - election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II BOARD OF DIRECTORS Section 2. 1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. - 4 - Section 2.2. Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in - 5 - writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. ARTICLE III COMMITTEES Section 3. 1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by- laws. ARTICLE IV OFFICERS Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy - 6 - occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Section 4.2. Powers and Duties of Executive Offices. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so, provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V STOCK Section 5. 1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI INDEMNIFICATION Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative - 7 - (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. - 8 - ARTICLE VII MISCELLANEOUS Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if. (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. - 9 - Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. - 10 - EX-3.13 7 EXHIBIT 3.13 EXHIBIT 3.13 KSMO, INC. ARTICLES OF AMENDMENT AND RESTATEMENT THIS IS TO CERTIFY THAT: FIRST: KSMO, INC., a Maryland corporation (the "Corporation"), desires to amend and restate its Charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all of the provisions of the Charter currently in effect and as hereinafter amended: FIRST: The name of the corporation (which is hereafter referred to as the "Corporation") is: KSMO, INC. SECOND: The purpose for which the Corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by the Maryland General Corporation Law. THIRD: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FOURTH: The total number of shares of capital stock which the Corporation has authority to issue is 1,000 shares of common stock, par value $.01 per share, for an aggregate par value of $10.00, all of one class of stock. FIFTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. - 1 - SIXTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered In a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. THIRD: The amendment to and restatement of the Charter of the Corporation, as hereinabove set forth, has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law. FOURTH: The address of the principal office of the Corporation is 2000 W. 41st Street, Baltimore, Maryland 21211. FIFTH: The name and address of the Corporation's current resident agent as set forth in ARTICLE THIRD of the foregoing amendment and restatement of the charter are Steven A. Thomas, Esquire., 100 Light Street, Suite 1100, Baltimore, Maryland 21202. SIXTH: The number of directors of the Corporation are as set forth in ARTICLE FIFTH of the foregoing amendment and restatement of the charter. The names of the two (2) directors who have been elected by the stockholders and who shall hold office until the next annual meeting of stockholders following the expiration of their current terms are David D. Smith and David B. Amy. SEVENTH: The undersigned President acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation; and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information, and belief, these matters and facts are true in all material respects, and that this statement is made under the penalties for perjury. EIGHTH: Prior to this amendment the total number of shares of all classes of stock which the corporation had authority to issue was 1,000 of a single Class of Common Stock having a par value of one cent ($.01.) per share for a total aggregate par value of $10.00. THESE ARTICLES OF AMENDMENT AND RESTATEMENT DO NOT CHANGE THE NUMBER, CLASSIFICATION, VOTING RIGHTS, OR ANY OTHER TERMS AND CONDITIONS OF THE AUTHORIZED STOCK OF THE CORPORATION. - 2 - IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in its name and on its behalf by its President and attested to by its Secretary on this 22nd day of April, 1996. WITNESS/ATTEST: KSMO, INC. /s/ J. Duncan Smith By: /s/ David D. Smith (SEAL) - ------------------------- ---------------------------------- J. Duncan Smith, David D. Smith, Secretary President - 3 - ARTICLES OF INCORPORATION OF KSMO, INC. FIRST: I, Jason P. Pappas, whose post off ice address is 300 N. Charles Street, 5th Floor, Baltimore, Maryland 21201, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: KSMO, INC. THIRD: The purposes for which the Corporation is formed and the business or object to be carried on and promoted by it are as follows: (a) to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and trademarks, tradenames, and call letters regarding same; and (b) to do anything permitted by Section 2-103 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211, The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 300 N. Charles Street, 5th Floor, Baltimore, Maryland 21201. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is 1,000 shares of common stock, par value $.01, all of one class of stock. SIXTH: (a) The number of directors of the Corporation which shall constitute the whole Board shall not be less than four (4) directors. The exact number of directors shall be fixed from time to time by the Board of Directors pursuant to Resolution adopted by a majority of the entire Board of Directors. The directors shall be divided into three (3) classes, as nearly in number as possible, with respect to the time for which they shall severally hold office. Directors of the first class chosen shall hold office for one year or until the first annual election following their election; directors of the second class chosen shall hold office for three (3) years or until the third annual election following their election; and directors of the third class chosen shall hold office for five (5) years or until the fifth annual election following their election; and in each - 1 - case, until their successors to the class of directors whose term shall expire at that time shall be elected to hold office for a term of five (5) years, so that the term of office of one class of directors shall expire in each year. Each director elected shall hold office until their successors shall be elected and shall qualify. (b) Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from off ice , or other cause shall be filled by a majority vote of the remaining directors, though less than a quorum, and the directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the successors shall be elected and qualify. (c) At any meeting of the stockholders called for the purpose, any director may, by a majority vote of all of the shares of stock outstanding and entitled to vote, be removed from office, but only for cause. (d) Notwithstanding anything contained in these Articles of Incorporation to the contrary the affirmative vote of the holders of a majority of the shares of the Corporation entitled to vote for election of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article SIXTH. The names of the directors who shall act until the first annual meeting or until their successors are duly elected and qualified are: David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith. SEVENTH: The following provisions are hereby adopted for the purpose of defining, limiting, and regulating the powers of the Corporation and of the directors and stockholders: (a) the Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized; (b) the Corporation reserves the right from time to time to make any amendment of its Charter, nor or hereafter authorized by law, including any amendment which alters the contract rights, as set forth in its Charter, or any outstanding stock; (c) the Board of Directors of the Corporation may classify or reclassify any unissued stock by setting or changing in any one or more respects, from time to time before issuance of such stock, the preferences, conversion, or other rights, voting powers, restrictions and terms and conditions of redemption of such stock. The enumeration and definition of a particular power of the Board of Directors included in the foregoing shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of the Charter of the Corporation, or - 2 - construed as or deemed by inference or otherwise in any manner to exclude or limit any power conferred upon the Board of Directors under the Maryland General Corporation Law now or hereafter in force. EIGHTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. NINTH: The duration of the Corporation shall be perpetual. IN WITNESS WHEREFOR, I have signed these Articles of Incorporation on this 28th day of July, 1993, and I acknowledge the same to be my act. /s/ Jason P. Pappas ----------------------------- Jason P. Pappas Incorporator - 3 - EX-3.14 8 EXHIBIT 3.14 EXHIBIT 3.14 BY-LAWS OF KSMO, INC, ARTICLE I STOCKHOLDERS 1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. SPECIAL MEETING. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. QUORUM. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5. VOTING. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. - 1 - 6. PROXIES. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. INFORMAL ACTION BY STOCKHOLDERS. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. GENERAL POWERS. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. NUMBER AND TERM OF OFFICE. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7 ), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. FILLINGS OF VACANCIES. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-Laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. - 2 - Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. PLACE OF MEETINGS. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. QUORUM. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-Laws. 8. COMPENSATION OF DIRECTORS. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable - 3 - whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. LIABILITY OF DIRECTORS. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. ARTICLE III OFFICERS 1. NUMBER. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the - 4 - Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. ELECTION AND TENURE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. REMOVAL. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. VICE PRESIDENT. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Executive Vice President may perform the duties and exercise the powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. - 5 - 8. SECRETARY. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. TREASURER. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. OTHER OFFICERS. Such other officers as may be elected by the Board of Directors shall have such powers and Perform such duties as the Board may from time to time prescribe. 11. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. SPECIAL APPOINTMENTS. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1. ISSUE. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice - 6 - of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. STOCK LENDER. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. RECEIPT OF REVENUES. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. FISCAL YEAR. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. - 7 - 3. AMENDMENTS. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS - 8 - EX-3.15 9 EXHIBIT 3.15 EXHIBIT 3.15 CERTIFICATE OF INCORPORATION OF KSMO LICENSEE, INC, FIRST. The name of the corporation is KSMO Licensee, Inc. SECOND. The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same, 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH. The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P. O. Box 551, Wilmington, Delaware 19899. SIXTH. In furtherance and not in limitation of the powers conferred by statute, it is further provided: - 1 - 1. Election of Directors need riot be by written ballot. 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation, SEVENTH. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation. as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH. Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of - 2 - fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its, stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. - 3 - The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on December 8, 1995. /s/ Siobhan Cameron ---------------------- Siobhan Cameron - 4 - CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF KSMO LICENSEE, INC. The Board of Directors of : KSMO LICENSEE, INC. a Corporation of the State of Delaware, on this 7th day of April , A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is: 1013 Centre Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY. KSMO LICENSEE, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held an herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncan Smith this 7th day of April A.D. 1997 /s/ J. Duncan Smith ---------------------- Authorized Officer - 5 - EX-3.16 10 EXHIBIT 3.16 EXHIBIT 3.16 BY-LAWS OF KSMO LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I STOCKHOLDERS Section 1. 1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by - 1 - proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of - 2 - stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. - 3 - Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II BOARD OF DIRECTORS Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Section 2.2. Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a - 4 - majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meetings at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. - 5 - ARTICLE III COMMITTEES Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV OFFICERS Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in - 6 - a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V STOCK Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed, Stock Certificates, Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI INDEMNIFICATION Section 6. 1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a - 7 - person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of province that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VII MISCELLANEOUS Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. - 8 - Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting except when the person attends a Meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. - 9 - EX-3.17 11 EXHIBIT 3.17 EXHIBIT 3.17 Regular Corporation ARTICLES OF INCORPORATION OF KUPN LICENSEE, INC. FIRST: I, Melissa A. Johnson, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: KUPN LICENCEE, INC. THIRD: The purposes for which the Corporation is formed and the business or object to be carried on and promoted by it are as follows: (a) to own the license of television station KUPN and to engage in any other lawful purpose and business; and (b) to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is 1,000 shares of common stock, par value $.01 per share, for an aggregate par value of ten dollars ($10.00), all of one class of stock. SIXTH: The number of Directors of the Corporation shall be not less than three (3) nor more than twelve (12); provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) Director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of Directors may be less than three (3) but not less than the number of stockholders. The number of Directors may be increased or decreased pursuant to the By-laws of the Corporation, subject, however, to the above provisions. The names of the directors who shall act until the first annual meeting or until their successors are duly elected and qualified are: David D. Smith and David B. Amy. - 1 - SEVENTH: The following provisions are hereby adopted for the purpose of defining, limiting, and regulating the powers of the Corporation and of the directors and stockholders: (a) the Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized; (b) the Corporation reserves the right from time to time to make any amendment of its Charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as set forth in its Charter, of any outstanding stock; (c) the Board of Directors of the Corporation may classify or. reclassify any unissued stock by setting or changing in any one or more respects, from time to time before issuance of such stock, the preferences, conversion, or other rights, voting powers, restrictions and terms and conditions of redemption of such stock. The enumeration and definition of a particular power of the Board of Directors included in the foregoing shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of the Charter of the Corporation, or construed as or deemed by inference or otherwise in any manner to exclude or limit any power conferred upon the Board of Directors under the Maryland General Corporation Law now or hereafter in force. EIGHTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 5th day of February, 1997, and I acknowledge the same to be my act. /s/ Melissa A. Johnson ---------------------- Melissa A. Johnson - 2 - EX-3.18 12 EXHIBIT 3.18 EXHIBIT 3.18 BY-LAWS OF KUPN LICENSEE, INC. ARTICLE I STOCKHOLDERS 1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. SPECIAL MEETING. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written or printed notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at his or her residence or usual place of business. No business shall be transacted at a special meeting save that specially named in the notice. 4. QUORUM. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat shall constitute a quorum at all meetings of the Stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5. VOTING. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. - 1 - 6. PROXIES. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. INFORMAL ACTION BY-STOCKHOLDERS. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. GENERAL POWERS. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. NUMBER AND TERM OF OFFICE. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than twelve (12), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. FILLINGS OF VACANCIES. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. - 2 - Similarly and in the event of the number of directors being increased as provided in these By-Laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any special meeting of stockholders regularly called for the purpose. 4. PLACE OF MEETING. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of Maryland Corporate Law. 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. SPECIAL MEETINGS, Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. QUORUM. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-Laws. - 3 - 8. COMPENSATION OF DIRECTORS. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not an adjournment be had because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. LIABILITY OF DIRECTORS. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. - 4 - ARTICLE III OFFICERS 1. NUMBER. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including a Chairman of the Board and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. ELECTION AND TENURE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the Stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period (not to exceed one year), as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. REMOVAL. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at any special meeting of the Board of Directors. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation and subject to the control of the Board of Directors. The President shall, in general, supervise and administer the business and affairs of the Corporation. In general, the President shall have all the powers and shall perform all duties incident to the office of President as from time to time may be prescribed by the Board of Directors. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. VICE PRESIDENT. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, any Vice President may perform the duties and exercise the powers of - 5 - the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 8. SECRETARY. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. TREASURER. The Treasurer shall have general charge of the financial affairs of the Corporation. the Treasurer shall, in general, have all powers and perform all duties to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. OTHER OFFICERS. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. SPECIAL APPOINTMENTS. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1. ISSUE. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be cancelled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. - 6 - 3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. RECEIPT OF REVENUES. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. FISCAL YEAR. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or a proxy appointed by the President. The Board of Directors, however, may by resolution appoint some other person to vote such shares upon the production of a certified copy of such resolution. - 7 - 2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. AMENDMENTS. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS - 8 - EX-3.19 13 EXHIBIT 3.19 EXHIBIT 3.19 CERTIFICATE OF INCORPORATION OF SCI-INDIANA LICENSEE, INC. FIRST: The name of the corporation is SCI - Indiana Licensee, Inc. SECOND: The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH: The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P. 0. Box 551, Wilmington, Delaware 19899. SIXTH: In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1. Election of Directors need not be by written ballot. 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the - 1 - application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH: Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, - 2 - agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on April 23,1996. /s/ Siobhan Cameron -------------------- Siobhan Cameron - 3 - CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF SCI - INDIANA LICENSEE, INC. ------------------------------------------------------------------------------- The Board of Directors of: SCI - INDIANA LICENSEE, INC. a Corporation of the State of Delaware, on this 7th day of April, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is: 1013 Centre Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY SCI-INDIANA LICENSEE, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncan Smith this 7th day of April A.D. 1997. /s/ J. Duncan Smith -------------------- Authorized Officer - 4 - EX-3.20 14 EXHIBIT 3.20 EXHIBIT 3.20 BY-LAWS OF SCI -INDIANA LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I STOCKHOLDERS Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1. 5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorurn, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. - 2 - Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. - 3 - Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II BOARD OF DIRECTORS Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Section 2.2. Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a - 4 - majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the Chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. - 5 - ARTICLE III COMMITTEES Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV OFFICERS Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. - 6 - Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V STOCK Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI INDEMNIFICATION Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' - 7 - fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or ornission occurring prior to the time of such repeal or modification. ARTICLE VII MISCELLANEOUS Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. - 8 - Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, -9- microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. -10- EX-3.21 15 EXHIBIT 3.21 EXHIBIT 3.21 CERTIFICATE OF INCORPORATION OF SCI - SACRAMENTO LICENSEE, INC. FIRST: The name of the corporation is SCI - Sacramento Licensee, Inc. SECOND: The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wi1mington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH: The incorporator or the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P.O. Box 551, Wilmington, Delaware 19899. SIXTH: In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1. Election of Directors need not be by written ballot. - 1 - 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH: Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its - 2 - stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. - 3 - The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article, TENTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on April 23, 1996. /s/ Siobhan Cameron ----------------------- Siobhan Cameron - 4 - CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF SCI-SACRAMENTO LICENSEE, INC. - -------------------------------------------------------------------------------- The Board of Directors of: SCI-SACRAMENTO LICENSEE, INC. a corporation of the State of Delawares on this 7th day of April, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is: 1013 Centre Roads in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY. SCI-SACRAMENTO LICENSEE, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting hold as herein stated, IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncan Smith this 7th day of April A.D. 1997. /s/ J. Duncan Smith -------------------- Authorized Officer - 5 - EX-3.22 16 EXHIBIT 3.22 EXHIBIT 3.22 BY-LAWS OF SCI - SACRAMENTO LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I STOCKHOLDERS Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. - 1 - Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. - 2 - Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. - 3 - Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II BOARD OF DIRECTORS Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Section 2.2. Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a - 4 - majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meeting. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. - 5 - ARTICLE III COMMITTEES Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV OFFICERS Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. - 6 - Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V STOCK Section 5. 1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI INDEMNIFICATION Section 6. 1. Fight to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to - 7 - employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VII MISCELLANEOUS Section 7. 1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. - 8 - Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. - 9 - EX-3.23 17 EXHIBIT 3.23 EXHIBIT 3.23 ARTICLE OF INCORPORATION OF SINCLAIR COMMUNICATIONS, INC. FIRST: I, Clinton R. Black, IV, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: SINCLAIR COMMUNICATIONS, INC. THIRD: The purpose for which the Corporation is formed is to engage in any lawful business and to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is 1,000 shares of common stock, par value $.01 per share, for an aggregate par value of ten dollars ($10.00), all of one class of stock. SIXTH: The number of Directors of the Corporation shall be not less than three (3) nor more than twelve (12). The number of Directors may be increased or decreased pursuant to the By-laws of the Corporation, subject, however, to the above provision. The name of the directors who shall act until the first annual meeting or until their successor or successors are duly elected and qualified are David D. Smith, Frederick G. Smith, J. Duncan Smith, Robert E. Smith, Basil A. Thomas, Lawrence McCanna, and William Brock. SEVENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 8th day of April 1996, and I acknowledge the same to be my act. /s/ Clinton R. Black, IV --------------------------- Clinton R. Black, IV - 2 - EX-3.24 18 EXHIBIT 3.24 EXHIBIT 3.24 BY-LAWS OF SINCLAIR COMMUNICATIONS, INC. ARTICLE I STOCKHOLDERS 1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. SPECIAL MEETING. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. QUORUM. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5. VOTING: Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. 6. PROXIES. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. INFORMAL ACTION BY STOCKHOLDERS. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which set forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. GENERAL POWERS. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. NUMBER AND TERM OF OFFICE. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than twelve (12), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. FILLINGS OF VACANCIES. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 2 4. PLACE OF MEETING. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least one (1) day prior to the meeting or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director, but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. QUORUM. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-Laws. 8. COMPENSATION OF DIRECTORS. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or here in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, 3 may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. The Chief executive Officer shall be a member of all committees formed hereunder. 10. LIABILITY OF DIRECTORS. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matter presented; (b) counsel, certified public accountants, or other person as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee or the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to the unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. ARTICLE III OFFICERS 1. NUMBER. The offices of the Corporation shall be President, Secretary, and Treasurer, and such additional officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held 4 by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. ELECTION AND TENURE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. REMOVAL. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. POWER AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. PRESIDENT. The President shall be the Chief Executive Office of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities; provided, however, that such power and authority shall be expanded or limited as set forth in any employment arrangement of the President or any schedule or exhibit thereto. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. VICE PRESIDENT. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Executive Vice President may perform the duties and exercise the powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. 5 A Vice President may sign and execute contracts and other obligation pertaining to the regular course of his or her duties. 8. SECRETARY. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. TREASURER. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. OTHER OFFICERS. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an offeicer by reason of the fact that he or she is also a director of the Corporation. 12. SPECIAL APPOINTMENT. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1. ISSUE. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 6 3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. RECEIPT OF REVENUES. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. FISCAL YEAR. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or associates registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument 7 required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. AMENDMENTS. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS 8 EX-3.25 19 EXHIBIT 3.25 EXHIBIT 3.25 KEYMARKET RADIO OF ALBUQUERQUE, INC. CERTIFICATE OF CORRECTION KEYMARKET RADIO OF ALBUQUERQUE, INC., a Maryland corporation, having its principal office at 2000 W. 41st Street, Baltimore, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The title of the document being corrected hereby is the Articles of Incorporation. SECOND: The name, as it appeared in the Articles of Incorporation, of the party to such Articles of Incorporation is hereby corrected to read SINCLAIR RADIO OF ALBUQUERQUE, INC. THIRD: The Articles of Incorporation to be corrected hereby were filed on April 22, 1996. FOURTH: The Board of Directors has not had an organizational meeting and has not elected officers. IN WITNESS WHEREOF, I have signed this Certificate of Correction on this 23rd day April, 1996, and acknowledge the same to be my act. /s/ Charles A. Borek Incorporator ARTICLES OF INCORPORATION KEYMARKET RADIO OF ALBUQUERQUE, INC. FIRST: I, Charles A. Borek, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: KEYMARKET RADIO OF ALBUQUERQUE, INC. THIRD: The purpose for which the Corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite I 100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is ten thousand (10,000) shares of common stock, par value $.01 per share, for an aggregate par value of one hundred dollars ($100.00), all of one class of stock. SIXTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director, and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The name of the directors who shall act until the first annual meeting or until their successor or successors are duly elected and qualified are David D. Smith and David B. Amy. SEVENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the - 1 - extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 22nd day of April 1996, and I acknowledge the same to be my act. /s/ Charles A. Borek Charles A. Borek - 2 - EX-3.26 20 EXHIBIT 3.26 EXHIBIT 3.26 BY-LAWS OF SINCLAIR RADIO OF ALBUQUERQUE, INC. ARTICLE I STOCKHOLDERS 1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. SPECIAL MEETING. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. QUORUM. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5. VOTING. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. - 1 - 6. PROXIES. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland, 8. INFORMAL ACTION BY STOCKHOLDERS. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. GENERAL POWERS. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. NUMBER AND TERM OF OFFICE. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. FILLINGS OF VACANCIES. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in - 2 - office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. PLACE OF MEETING. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any fheeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. QUORUM. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be other-wise specifically provided by law or by the Corporation's Charter or by these By-laws. 8. COMPENSATION OF DIRECTOR. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be - 3 - entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. LIABILITY OF DIRECTORS. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. - 4 - ARTICLE III OFFICERS 1. NUMBER. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. ELECTION AND TENURE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. REMOVAL. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be Without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. VICE PRESIDENT. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absenceor disability of the President, the Executive Vice President may perform the duties and exercise the - 5 - powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 8. SECRETARY. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. TREASURER. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. OTHER OFFICERS. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. SPECIAL APPOINTMENTS. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1. ISSUE. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. - 6 - 3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. RECEIPT OF REVENUES. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. FISCAL YEAR. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the - 7 - Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. AMENDMENTS. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS - 8 - EX-3.27 21 EXHIBIT 3.27 EXHIBIT 3.27 CERTIFICATE OF INCORPORATION OF SINCLAIR RADIO ALBUQUERQUE LICENSEE, INC. FIRST: The name of the corporation is Sinclair Radio of Albuquerque Licensee, Inc. SECOND: The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH: The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P.O. Box 551, Wilmington, Delaware 19899. SIXTH: In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1. Election of Directors need not be by written ballot. - 1 - 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH: Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its - 2 - stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. - 3 - The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on April 23, 1996. /s/ Siobhan Cameron ---------------------- Siobhan Cameron - 4 - CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF SINCLAIR RADIO OF ALBUQUERQUE LICENSEE, INC. - -------------------------------------------------------------------------------- The Board of Directors of: SINCLAIR RADIO OF ALBUQUERQUE LICENSEE, INC. a Corporation of the State of Delaware, on this 7th day of April, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is: 1013 Centre Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY. SINCLAIR RADIO OF ALBUQUERQUE LICENSEE, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncan Smith this 7th day of April A.D. 1997. /s/ J. Duncan Smith ---------------------- Authorized Officer - 5 - EX-3.28 22 EXHIBIT 3.28 Exhibit 3.28 BY-LAWS OF SINCLAIR RADIO OF ALBUQUERQUE LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I STOCKHOLDERS Section 1.1 Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. -1- Section 1.5 Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6 Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7 Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. -2- Section 1.8 Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9 List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of -3- stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1.10 Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11 Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockhold ers as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II BOARD OF DIRECTORS Section 2.1 Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Section 2.2 Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected -4- and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4 Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6 Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8 Information Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. -5- ARTICLE III COMMITTEES Section 3.1 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV OFFICERS Section 4.1 Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Section 4.2 Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as -6- generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V STOCK Section 5.1 Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI INDEMNIFICATION Section 6.1 Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. -7- Section 6.2 Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3 Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4 Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5 Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6 Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VII MISCELLANEOUS Section 7.1 Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. Section 7.2 Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. -8- Section 7.3 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4 Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5 Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6 Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. -9- EX-3.29 23 EXHIBIT 3.29 EXHIBIT 3.29 KEYMARKET RADIO OF BUFFALO, INC. CERTIFICATE OF CORRECTION KEYMARKET RADIO OF BUFFALO, INC., a Maryland corporation, having its principal office at 2000 W. 41st Street, Baltimore, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The title of the document being corrected hereby is the Articles of Incorporation. SECOND: The name, as it appeared in the Articles of Incorporation, of the party of such Articles of Incorporation is hereby corrected to read SINCLAIR RADIO OF BUFFALO, INC. THIRD: The Articles of Incorporation to be corrected here were filed on April 22, 1996. FOURTH: The Board of Directors has not had an organizational meeting and has not elected officers. IN WITNESS WHEREOF, I have signed this Certificate of Correction on this 23rd day April, 1996, and acknowledge the same to be my act. /s/ Charles A. Borek ----------------------- Incorporator ARTICLES OF INCORPORATION OF KEYMARKET RADIO OF BUFFALO, INC. FIRST: I, Charles A. Borek, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being a least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: KEYMARKET RADIO OF BUFFALO, INC. THIRD: The purpose for which the Corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any lawful business and to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is one thousand (1,000) shares of common stock, par value $.01 per share, for an aggregate par value of ten dollars ($10.,00), all of one class of stock. SIXTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The name of the directors who shall act until the first annual meeting or until their successor or successors are duly elected and qualified are David D. Smith and David B. Amy. SEVENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 22nd day of April 1996, and I acknowledge the same to be my act. /s/ Charles A. Borek ----------------------- Charles A. Borek EX-3.30 24 EXHIBIT 3.30 EXHIBIT 3.30 BY-LAWS OF SINCLAIR RADIO OF BUFFALO, INC. ARTICLE I STOCKHOLDERS 1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. SPECIAL MEETING. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. QUORUM. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5. VOTING. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. - 1 - 6. PROXIES. At all meetings of stockholders, a stockholder may vote the shares owned by the owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. INFORMAL ACTION BY STOCKHOLDERS. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. GENERAL POWERS. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. NUMBER AND TERM OF OFFICE. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. FILLINGS OF VACANCIES. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in - 2 - office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. PLACE OF MEETING. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. QUORUM. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-laws. 8. COMPENSATION OF DIRECTORS. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by - 3 - resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. LIABILITY OF DIRECTORS. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. ARTICLE III OFFICERS 1. NUMBER. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the - 4 - Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. ELECTION AND TENURE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. REMOVAL. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. VICE PRESIDENT. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Executive Vice President may perform the duties and exercise the powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. - 5 - 8. SECRETARY. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. TREASURER. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. OTHER OFFICERS. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. SPECIAL APPOINTMENTS. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro ternpore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1. ISSUE. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to entitled to notice of any rights or in order to make a determination of stockholders for any - 6 - other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. RECEIPT OF REVENUES. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. FISCAL YEAR. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. - 7 - 3. AMENDMENTS. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS - 8 - EX-3.31 25 EXHIBIT 3.31 EXHIBIT 3.31 CERTIFICATE OF CORPORATION OF SINCLAIR RADIO OF BUFFALO LICENSEE, INC. FIRST: The name of the corporation is Sinclair Radio of Buffalo Licensee, Inc. SECOND: The address of its registered office in the State of Delaware, County of New Castle is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc, THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1 . To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies " trademarks, and trade names call letters regarding same 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH: The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P.0. Box 551, Wilmington, Delaware 19899. SIXTH: In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1. Election of Directors need not be by written ballot. - 1 - 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or, on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH: Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its - 2 - stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. - 3 - The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than those set forth in this Article. TENTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on April 23, 1996. /s/ Siobhan Cameron ------------------------ Siobhan Cameron - 4 - CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF SINCLAIR RADIO OF BUFFALO LICENSEE, INC. --------------------------------------------------------------------------- The Board of Directors of: SINCLAIR RADIO OF BUFFALO LICENSEE, INC. a Corporation of the State of Delaware, on this 7th day of April, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is: 1013 Centre Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY. SINCLAIR RADIO OF BUFFALO LICENSEE, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncan Smith, this 7th day of April A.D. 1997. /s/ J. Duncan Smith ------------------- Authorized Officer EX-3.32 26 EXHIBIT 3.32 EXHIBIT 3.32 BY-LAWS OF SINCLAIR RADIO OF BUFFALO LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, 1 adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a 2 meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted 3 by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II Board of Directors Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Section 2.2. Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. 4 Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. ARTICLE III Committees Section 3. 1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. 5 ARTICLE IV Officers Section 4. 1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V Stock Section 5. 1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. 6 ARTICLE VI Indemnification Section 6. 1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or office in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. 7 ARTICLE VII Miscellaneous Section 7.1 Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. 8 EX-3.33 27 EXHIBT 3.33 EXHIBIT 3.33 KEYMARKET RADIO OF GREENVILLE, INC. CERTIFICATE OF CORRECTION KEYMARKET RADIO OF GREENVILLE, INC., a Maryland corporation, having its principal office at 2000 W. 41st Street, Baltimore, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The title of the document being corrected hereby is the Articles of Incorporation. SECOND: The name, as it appeared in the Articles of Incorporation, of the party to such Articles of Incorporation is hereby corrected to read SINCLAIR RADIO OF GREENVILLE, INC. THIRD: The Articles of Incorporation to be corrected hereby were filed on April 22, 1996. FOURTH: The Board of Directors has not had an organizational meeting and has not elected officers. IN WITNESS WHEREOF, I have signed this Certificate of Correction on this 23rd day April, 1996, and acknowledge the same to be my act. /s/ Charles A. Borek --------------------- Incorporator ARTICLES OF INCORPORATION OF KEYMARKET RADIO OF GREENVILLE, INC. FIRST: I, Charles A. Borek, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: KEYMARKET RADIO OF GREENVILLE, INC. THIRD: The purpose for which the Corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire. 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is one thousand (1,000) shares of common stock, par value $.01 per share, for an aggregate par value of ten dollars ($10.00), all of one class of stock. SIXTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The name of the directors who shall act until the first annual meeting or until their successor or successors are duly elected and qualified are David D. Smith and David B. Amy. SEVENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 22nd day of April 1996, and I acknowledge the same to be my act. /s/ Charles A. Borek --------------------- Charles A. Borek - 2 - EX-3.34 28 EXHIBIT 3.34 Exhibit 3.34 BY-LAWS OF SINCLAIR RADIO OF GREENVILLE, INC. ARTICLE I STOCKHOLDERS 1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2.SPECIAL MEETING. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3.NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4.QUORUM. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5.VOTING. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. 6.PROXIES. At all meetings of stockholders, a stockholder may vote the shares owned of record 1 by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7.PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8.INFORMAL ACTION BY STOCKHOLDERS Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1.GENERAL POWERS. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2.NUMBER AND TERM OF OFFICE. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3.FILLINGS OF VACANCIES. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these Bylaws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. 2 Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4.PLACE OF MEETING. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5.REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6.SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called bythe President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7.QUORUM. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-laws. 8.COMPENSATION OF DIRECTORS. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be 3 construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9.COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10.LIABILITY OF DIRECTORS. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a)one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b)counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c)a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. ARTICLE III OFFICERS 1.NUMBER. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the 4 same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2.ELECTION AND TENURE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3.REMOVAL. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4.VACANCIES. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5.POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6.PRESIDENT. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7.VICE PRESIDENT. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Executive Vice President may perform the duties and exercise the powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 8. SECRETARY. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 5 9. TREASURER. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10.OTHER OFFICERS. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11.SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12.SPECIAL APPOINTMENTS. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1.ISSUE. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2.TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 3.FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date 6 fixed as aforesaid. 4.STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1.RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2.RECEIPT OF REVENUES. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3.FISCAL YEAR. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1.VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 7 3.AMENDMENTS. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS 8 EX-3.35 29 EXHIBIT 3.35 EXHIBIT 3.35 CERTIFICATE OF INCORPORATION OF SINCLAIR RADIO OF GREENVILLE LICENSEE, INC. FIRST: The name of the corporation is Sinclair Radio of Greenville Licensee, Inc. SECOND: The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management Inc. THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH: The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P.O. Box 551, Wilmington, Delaware 19899. SIXTH: In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1. Election of Directors need not be by written ballot. 1 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH: Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its 2 stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity, with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding. and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. 3 The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservations. EXECUTED at Wilmington, Delaware, on April 23,1996. /s/ Siobhan Cameron -------------------- Siobhan Cameron 4 CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF SINCLAIR RADIO OF GREENVILLE LICENSEE, INC. The Board of Directors of: SINCLAIR RADIO OF GREENVILLE LICENSEE, INC. a Corporation of the State of Delaware, on this 7th day of April, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is: 1013 Centre Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY SINCLAIR RADIO OF GREENVILLE LICENSEE, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncan Smith this 7th day of April A.D. 1997. /s/ J. Duncan Smith ------------------- Authorized Officer EX-3.36 30 EXHIBIT 3.36 EXHIBIT 3.36 BY-LAWS OF SINCLAIR RADIO OF GREENVILLE LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I STOCKHOLDERS Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meeting. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. - 1 - Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote. thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. - 2 - Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are - 3 - the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II BOARD OF DIRECTORS Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. - 4 - Section 2.2. Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in - 5 - writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. ARTICLE III COMMITTEES Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV OFFICERS Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board an a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with - 6 - the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V STOCK Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI INDEMNIFICATION Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative - 7 - (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or emission occurring prior to the time of such repeal or modification. - 8 - ARTICLE VII MISCELLANEOUS Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. - 9 - Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. - 10 - EX-3.37 31 EXHIBIT 3.37 EXHIBIT 3.37 KEYMARKET RADIO OF LOS ANGELES, INC. CERTIFICATE OF CORRECTION KEYMARKET RADIO OF LOS ANGELES, INC., a Maryland corporation, having its principal office at 2000 W. 41st Street, Baltimore, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The title of the document being corrected hereby is the Articles of Incorporation. SECOND: The name, as it appeared in the Articles of Incorporation, of the party to such Articles of Incorporation is hereby corrected to read SINCLAIR RADIO OF LOS ANGELES, INC. THIRD: The Articles of Incorporation to be corrected hereby were filed on April 22, 1996. FOURTH: The Board of Directors has not had an organizational meeting and has not elected officers. IN WITNESS WHEREOF, I have signed this Certificate of Correction on this 23rd day April, 1996, and acknowledge the same to be my act. /s/ Charles A. Borek ---------------------- Incorporator ARTICLES OF INCORPORATION KEYMARKET RADIO OF LOS ANGELES, INC. FIRST: I, Charles A. Borek, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: KEYMARKET RADIO OF LOS ANGELES, INC. THIRD: The purpose for which the Corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state, and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is one thousand (1,000) shares of common stock, par value $.01 per share, for an aggregate par value of ten dollars ($10.00), all of one class of stock. SIXTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The name of the directors who shall act until the first annual meeting or until their successor or successors are duly elected and qualified are David D. Smith and David B. Amy. SEVENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money. property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a - 1 - judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 22nd day of April 1996, and I acknowledge the same to be my act. /s/ Charles A. Borek ---------------------- Charles A. Borek - 2 - EX-3.38 32 EXHIBIT 3.38 EXHIBIT 3.38 BY-LAWS OF SINCLAIR RADIO OF LOS ANGELES, INC. ARTICLE I STOCKHOLDERS 1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. SPECIAL MEETING. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. QUORUM. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5. VOTING. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. 1 6. PROXIES. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. INFORMAL ACTION BY STOCKHOLDERS. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. GENERAL POWERS. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. NUMBER AND TERM OF OFFICE. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. FILLING OF VACANCIES. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. 2 Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. PLACE OF MEETING. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. SPECIAL MEETINGS.. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. QUORUM. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-laws. 8. COMPENSATION OF DIRECTORS. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable 3 whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. LIABILITY OF DIRECTORS. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. ARTICLE III OFFICERS 1 NUMBER. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, 4 as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. ELECTION AND TENURE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. REMOVAL. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment,.the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. VICE PRESIDENT. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Executive Vice President may perform the duties and exercise the powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 5 8. SECRETARY. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. TREASURER. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. OTHER OFFICERS. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. SPECIAL APPOINTMENTS. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE STOCK 1. ISSUE. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice 6 of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. RECEIPT OF REVENUES. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. FISCAL YEAR. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 7 3. AMENDMENTS. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS 8 EX-3.39 33 EXHIBIT 3.39 EXHIBIT 3.39 CERTIFICATE OF INCORPORATION OF SINCLAIR RADIO OF LOS ANGELES LICENSEE, INC. FIRST: The name of the corporation is Sinclair Radio of Los Angeles Licensee, Inc. SECOND: The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH: The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P.O. Box 551, Wilmington, Delaware 19899. SIXTH: In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1. Election of Directors need not be by written ballot. - 1 - 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH: Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its - 2 - stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. - 3 - The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on April 23, 1997. /s/ Siobhan Cameron ----------------------- Siobhan Cameron - 4 - CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF SINCLAIR RADIO OF LOS ANGELES LICENSEE, INC. The Board of Directors of: SINCLAIR RADIO OF LOS ANGELES LICENSEE, INC. a Corporation of the State of Delaware, on this 7th day of April, A.D., 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is: 1013 Centre Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY. SINCLAIR RADIO OF LOS ANGELES LICENSEE, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncan Smith this 7th day of April, A.D. 1997. /s/ J. Duncan Smith ---------------------- Authorized officer - 1 - EX-3.40 34 EXHIBIT 3.40 EXHIBIT 3.40 BY-LAWS OF SINCLAIR RADIO OF LOS ANGELES LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I STOCKHOLDERS Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. - 1 - Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote. thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. - 2 - Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for deter-mining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of - 3 - stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockhold ers as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II BOARD OF DIRECTORS Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. - 4 - Section 2.2. Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum,.Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto - 5 - in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. ARTICLE III COMMITTEES Section 3. 1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to a papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV OFFICERS Section 4. 1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of - 6 - such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special Meeting. Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V STOCK Section 5. 1. Certificates. Every holder of stock shall be entitled to have a signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI INDEMNIFICATION Section 6. 1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise - 7 - involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person, The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. - 8 - ARTICLE VII MISCELLANEOUS Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and, Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if. (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, - 9 - may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. - 10 - EX-3.41 35 EXHIBIT 3.41 EXHIBIT 3.41 KEYMARKET RADIO OF MEMPHIS, INC. CERTIFICATE OF CORRECTION KEYMARKET RADIO OF MEMPHIS, INC., a Maryland corporation, having its principal office at 2000 W. 41st Street, Baltimore, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The title of the document being corrected hereby is the Articles of Incorporation. SECOND: The name, as it appeared in the Articles of Incorporation, of the party to such Articles of Incorporation is hereby corrected to read SINCLAIR RADIO OF MEMPHIS, INC. THIRD: The Articles of Incorporation to be corrected hereby were filed on April 22, 1996. FOURTH: The Board of Directors has not had an organizational meeting and has not elected officers. IN WITNESS WHEREOF, I have signed this Certificate of Correction on this 23rd day April, 1996, and acknowledge the same to be my act. /s/ Charles A. Borek -------------------- Incorporator ARTICLES OF INCORPORATION OF KEYMARKET RADIO OF MEMPHIS, INC. FIRST: I, Charles A. Borek, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: KEYMARKET RADIO OF MEMPHIS, INC. THIRD: The purpose for which the Corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is one thousand (1,000) shares of common stock, par value $.01 per share, for an aggregate par value of ten dollars ($10.00), all of one class of stock. SIXTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The name of the directors who shall act until the first annual meeting or until their successor or successors are duly elected and qualified are David D. Smith and David B. Amy. SEVENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 22nd day of April 1996, and I acknowledge the same to be my act. /s/ Charles A. Borek --------------------------- Charles A. Borek - 2 - EX-3.42 36 EXHIBIT 3.42 EXHIBIT 3.42 BY-LAWS OF SINCLAIR RADIO OF MEMPHIS, INC. ARTICLE I STOCKHOLDERS 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. Special Meeting. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. Notice of Special Meeting. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. Quorum. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. - 1 - 5. Voting. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. 6. Proxies. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. Informal Action by Stockholders. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. General Powers. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. Number and Term of Office. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. Fillings of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her - 2 - successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. Place of Meeting. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. Quorum. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum - 3 - shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-laws. 8. Compensation of Directors. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. Liability of Directors. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. - 4 - A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. ARTICLE III OFFICERS 1. Number. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. Election and Tenure. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. Removal. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. Powers and Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. President. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be - 5 - responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. Vice President. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Executive Vice President may perform the duties and exercise the powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 8. Secretary. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. Treasurer. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. Other Officers. Such other officers as may be elected by the Board of from time Directors shall have such powers and perform such duties as the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. Special Appointments. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1. Issue. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and - 6 - no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 3. Fixing Date for Determination of Stockholders Rights. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. Stock Ledger. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. Receipt of Funds. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. Receipt of Revenues. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. - 7 - 3. Fiscal Year. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1. Voting Upon Shares in Other Corporations. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. Execution of Documents. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. Amendments. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS - 8 - EX-3.43 37 EXHIBIT 3.43 EXHIBIT 3.43 CERTIFICATE OF INCORPORATION OF SINCLAIR RADIO OF MEMPHIS LICENSEE, INC. FIRST: The name of the corporation is Sinclair Radio of Memphis Licensee, Inc. SECOND: The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH: The incorporator of the corporation is Siobhan Cameron whose mailing address is One Rodney Square, P.0. Box 551, Wilmington, Delaware 19899. SIXTH: In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1 1. Election of Directors need not be by written ballot. 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH: Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for 2 breaches of fiduciary duty, no director of the corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. 3 The Corporation shall not indemnify* any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on April 23, 1996. /s/ Siobhan Cameron ------------------- Siobhan Cameron 4 CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF SINCLAIR RADIO OF MEMPHIS LICENSEE, INC. -------------------------------------------- The Board of Directors of: SINCLAIR RADIO OF MEMPHIS LICENSEE, INC. a Corporation of the State of Delaware, on this 7th day of April, A.D. 1997, do hereby resolve and order that and order that the location of the Registered Off ice of this Corporation within this State be, and the same hereby is: 1013 Centre Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY. SINCLAIR RADIO OF MEMPHIS LICENSEE; INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held an herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncan Smith this 7th day of April A.D. 1997. /s/ J. Duncan Smith -------------------- authorized officer EX-3.44 38 EXHIBIT 3.44 EXHIBIT 3.44 BY-LAWS OF SINCLAIR RADIO OF MEMPHIS LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I STOCKHOLDERS Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. - 1 - Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7 Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. - 2 - Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the - 3 - corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II BOARD OF DIRECTORS Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Section 2.2. Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of - 4 - whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. - 5 - ARTICLE III COMMITTEES Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV OFFICERS Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting - 6 - Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V STOCK Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI INDEMNIFICATION Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee - 7 - benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VII MISCELLANEOUS Section 7. 1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. - 8 - Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorom. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. - 9 - EX-3.45 39 EXHIBIT 3.45 EXHIBIT 3.45 KEYMARKET RADIO OF NASHVILLE, INC. CERTIFICATE OF CORRECTION KEYMARKET RADIO OF NASHVILLE, INC., a Maryland corporation, having its principal office at 2000 W. 41st Street, Baltimore, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The title of the document being corrected hereby is the Articles of Incorporation. SECOND: The name, as it appeared in the Articles of Incorporation, of the party to such Articles of Incorporation is hereby corrected to read SINCLAIR RADIO OF NASHVILLE, INC. THIRD: The Articles of Incorporation to be corrected hereby were filed on April 22, 1996. FOURTH: The Board of Directors has not had an organizational meeting and has not elected officers. IN WITNESS WHEREOF, I have signed this Certificate of Correction on this 23rd day April, 1996, and acknowledge the same to be my act. /s/ Charles A. Borek -------------------- Incorporator 1 ARTICLES OF INCORPORATION OF KEYMARKET RADIO OF NASHVILLE, INC. FIRST: I, Charles A. Borek, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: KEYMARKET RADIO OF NASHVILLE, INC. THIRD: The purpose for which the Corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by tile Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in tang State is 20W W. 41st Street, Baltimore, Maryland 21211. The name and post office address, of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is one thousand (1.000) shares of common stock, par value $.01 per share, for an aggregate par value of ten dollars ($10.00), all of one class of stock. SIXTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director, and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The name of the directors who shall act until the first annual meeting or until their successor or successors are duly elected and qualified are David D. Smith and David B. Amy. 2 SEVENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the recent of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in tile proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 22nd day of April 1996, and I acknowledge the same to be my act. /s/ Charles A. Borek -------------------- Charles A. Borek 3 EX-3.46 40 EXHIBIT 3.46 EXHIBIT 3.46 BY-LAWS OF SINCLAIR RADIO OF NASHVILLE INC, ARTICLE I STOCKHOLDERS 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. Special Meeting. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. Notice of Special Meeting. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. Quorum. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 1 5. Voting. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. 6. Proxies. At all meetings of stockholders, a owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. Informal Action by Stockholders. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. General Powers. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. Number and Term of Office. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. Fillings of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her 2 successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. Place of Meeting. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. Quorum. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum 3 shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-laws. 8. Compensation of Directors. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. Liability of Directors. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. 4 A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. ARTICLE III OFFICERS 1. Number. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time- to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. Election and Tenure. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. Removal. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. Powers and Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 5 6. President. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. Vice President. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Executive Vice President may perform the duties and exercise the powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 8. Secretary. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. Treasurer. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. Other Officers. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. Special Appointments. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK. 1. Issue. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President 6 or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 3. Fixing Date for Determination of Stockholders Rights. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. Stock Ledger. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. Receipt of Funds. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. Receipt of Revenues. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 7 3. Fiscal Year. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1. Voting Upon Shares in Other Corporations. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. Execution of Documents. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. Amendments. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS 8 EX-3.47 41 EXHIBIT 3.47 EXHIBIT 3.47 CERTIFICATE OF INCORPORATION OF SINCLAIR RADIO OF NASHVILLE LICENSEE, INC. FIRST. The name of the corporation is Sinclair Radio of Nashville Licensee, Inc. SECOND. The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks. and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation law of the State of Delaware. FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share FIFTH. The incorporator Of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P.O. Box 551, Wilmington, Delaware 19899. SIXTH. In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1 1. Election of Directors need not be by written ballot. 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be bindings on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH. Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary 2 duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. The Corporation shall not indemnify any such person seeking on in accordance with a 3 proceeding (or part thereof) initiated by such person indemnification unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreements or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on April 23, 1996. /s/ Siobhan Cameron ------------------- Siobhan Cameron 4 CERTIFICATE OF CHANGES OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF SINCLAIR RADIO OF NASHVILLE LICENSE, INC. - -------------------------------------------------------------------------------- The Board of Directors of: SINCLAIR RADIO OF NASHVILLE LICENSE, INC. a Corporation of the State of Delaware, on this 7th day of April, A.D. 1997, do hereby resolve and order that the location of the Registered Of f ice of this Corporation within this State be, and the main hereby is: 1013 Centre Road, in the City of Wilmington in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY. SINCLAIR RADIO OF NASHVILLE LICENSES, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncan Smith this 7th day of April A.D. 1997. /s/ Siobhan Cameron ------------------- Authorized Officer EX-3.48 42 EXHIBIT 3.48 EXHIBIT 3.48 BY-LAWS OF SINCLAIR RADIO OF NASHVILLE LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote, thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. -2- Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any fights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the -3- corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine- (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II Board of Directors Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Section 2.2. Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any -4- director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meeting. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. -5- ARTICLE III Committees Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV Officers Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a -6- resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V Stock Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI Indemnification Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. -7- Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VII Miscellaneous Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. -8- Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form, within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. -9- EX-3.49 43 EXHIBIT 3.49 EXHIBIT 3.49 KEYMARKET RADIO OF NEW ORLEANS, INC. CERTIFICATE OF CORRECTION KEYMARKET RADIO OF NEW ORLEANS, INC., a Maryland corporation, having its principal office at 2000 W. 41st Street, Baltimore, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The title of the document being corrected hereby is the Articles of Incorporation. SECOND: The name, as it appeared in the Articles of Incorporation, of the party to such Articles of Incorporation is hereby corrected to read SINCLAIR RADIO OF NEW ORLEANS, INC. THIRD: The Articles of Incorporation to be corrected hereby were filed on April 22, 1996. FOURTH: The Board of Directors has not had an organizational meeting and has not elected officers. IN WITNESS WHEREOF, I have signed this Certificate of Correction on this 23rd day April, 1996, and acknowledge the same to be my act. /s/ Charles A. Borek --------------------------- Incorporator ARTICLES OF INCORPORATION OF KEYMARKET RADIO OF NEW ORLEANS, INC. FIRST: I, Charles A. Borek, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: KEYMARKET RADIO OF NEW ORLEANS, INC. THIRD: The purpose for which the Corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 2121 1. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100. Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of' shares of capital stock which the Corporation has authority to issue is one thousand (1,000) shares of common stock, par value $.01 per share, for an aggregate par value of ten dollars ($10.00), all of one class of stock. SIXTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The name of the directors who shall act until tile first annual meeting or until their successor or successors are duly elected and qualified are David D. Smith and David B. Amy. SEVENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 22nd day of April 1996, and I acknowledge the same to be my act. /s/ Charles A. Borek --------------------- Charles A. Borek - 2 - EX-3.50 44 EXHIBIT 3.50 EXHIBIT 3.50 BY-LAWS OF SINCLAIR RADIO OF NEW ORLEANS, INC. ARTICLE I STOCKHOLDERS 1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. SPECIAL MEETING. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. QUORUM. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5. VOTING. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. 6. PROXIES. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. INFORMAL ACTION BY STOCKHOLDERS. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. GENERAL POWERS. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. NUMBER AND TERM OF OFFICE. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. FILLINGS OF VACANCIES. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of -2- his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. PLACE OF MEETING. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. QUORUM. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from -3- time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-laws. 8. COMPENSATION OF DIRECTORS. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. LIABILITY OF DIRECTORS. A director shall perform his or her duties as a director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. -4- A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. ARTICLE III OFFICERS 1. NUMBER. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time-to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. ELECTION AND TENURE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. REMOVAL. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President -5- shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. VICE PRESIDENT. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Executive Vice President may perform the duties and exercise the powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 8. SECRETARY. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. TREASURER. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. OTHER OFFICERS. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. SPECIAL APPOINTMENTS. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1. ISSUE. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed -6- with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. RECEIPT OF REVENUES. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. -7- 3. FISCAL YEAR. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. -8- ARTICLE VI SUNDRY PROVISIONS 1. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. AMENDMENTS. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS -9- EX-3.51 45 EXHIBIT 3.51 EXHIBIT 3.51 CERTIFICATE OF INCORPORATION OF SINCLAIR RADIO OF NEW ORLEANS LICENSEE, INC. FIRST: The name of the corporation is Sinclair Radio of New Orleans Licensee, Inc. SECOND: The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH: The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P.O. Box 551, Wilmington, Delaware 19899. SIXTH: In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1. Election of Directors need not be by written ballot. 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH: Except to the extent that the General Corporation Law of the -2- State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article -3- The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH: The Corporation reserves the right to amend, alter, change, or repeat any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on April 23, 1996. /s/ Siobhan Cameron ------------------------- Siobhan Cameron -4- CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF SINCLAIR RADIO OF NEW ORLEANS LICENSE, INC. ------------------------------------------------- The Board of Directors of: SINCLAIR RADIO OF NEW ORLEANS LICENSEE, INC. a Corporation of the State of Delaware, on this 7th day of April A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is: 1013 Centre Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY. SINCLAIR RADIO OF NEW ORLEANS LICENSER, INC. a corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncan Smith 7th day of April A.D. 1997. /s/ J. Duncan Smith --------------------------- Authorized Officer -5- EX-3.52 46 EXHIBIT 3.52 EXHIBIT 3.52 BY-LAWS OF SINCLAIR RADIO OF NEW ORLEANS LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I STOCKHOLDERS Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. -2- Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of -3- stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (h) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II BOARD OF DIRECTORS Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. -4- Section 2.2. Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto -5- in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. ARTICLE III COMMITTEES Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of' Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV OFFICERS Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same -6- person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V STOCK Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI INDEMNIFICATION Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal -7- representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against a liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. -8- ARTICLE VII MISCELLANEOUS Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice, Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, -9- microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or re pealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. -10- EX-3.53 47 EXHIBIT 3.53 EXHIBIT 3.53 ARTICLES OF INCORPORATION OF KEYMARKET RADIO OF ST. LOUIS, INC. FIRST: I, Charles A. Borek, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: KEYMARKET RADIO OF ST. LOUIS, INC. THIRD: The purpose for which the Corporation, is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is one thousand (1,000) shares of common stock, par value $.01 per share, for an aggregate par value of ten dollars ($10.00), all of one class of stock. SIXTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The name of the directors who shall act until the first annual meeting or until their successor or successors are duly elected and qualified are David D. Smith and David B. Amy. SEVENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 22nd day of April 1996, and I acknowledge the same to be my act. /s/ Charles A. Borek Charles A. Borek - 2 - KEYMARKET RADIO OF ST. LOUIS, INC. CERTIFICATE OF CORRECTION KEYMARKET RADIO OF ST. LOUIS, INC., a Maryland corporation, having its principal office at 2000 W. 41st Street, Baltimore, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The title of the document being corrected hereby is the Articles of Incorporation. SECOND: The name, as it appeared in the Articles of Incorporation, of the party to such Articles of Incorporation is hereby corrected to read SINCLAIR RADIO OF ST. LOUIS, INC. THIRD: The Articles of Incorporation to be corrected hereby were filed on April 22, 1996. FOURTH: The Board of Directors has not had an organizational meeting and has not elected officers. IN WITNESS WHEREOF, I have signed this Certificate of Correction on this 23rd day April, 1996, and acknowledge the same to be my act. /s/ Charles A. Borek ---------------------- Incorporator EX-3.54 48 EXHIBIT 3.54 EXHIBIT 3.54 BY-LAWS OF SINCLAIR RADIO OF ST. LOUIS, INC. ARTICLE I STOCKHOLDERS 1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. SPECIAL MEETING. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. QUORUM. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5. VOTING. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. 6. PROXIES. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. INFORMAL ACTION BY STOCKHOLDERS. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. GENERAL POWERS. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. NUMBER AND TERM OF OFFICE. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. FILLINGS OF VACANCIES. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in 2 office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. PLACE OF MEETING. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. QUORUM. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-laws. 8. COMPENSATION OF DIRECTORS. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be 3 entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. LIABILITY OF DIRECTORS. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. ARTICLE III 4 OFFICERS 1. NUMBER. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. ELECTION AND TENURE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. REMOVAL. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. VICE PRESIDENT. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or 5 disability of the President, the Executive Vice President may perform the duties and exercise the powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 8. SECRETARY. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. TREASURER. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. OTHER OFFICERS. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. SPECIAL APPOINTMENTS. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1. ISSUE. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name 6 shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. RECEIPT OF REVENUES. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. FISCAL YEAR. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the 7 Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. AMENDMENTS. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS 8 EX-3.55 49 EXHIBIT 3.55 EXHIBIT 3.55 CERTIFICATE OF INCORPORATION OF SINCLAIR RADIO OF ST. LOUIS LICENSEE, INC. FIRST: The name of the corporation is Sinclair Radio of St. Louis Licensee, Inc. SECOND: The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock. $.01 par value per share. FIFTH: The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P 0. Box 551, Wilmington, Delaware 19899. SIXTH: In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1. Election of Directors need not be by written ballot. 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By- Laws of the Corporation. SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH: Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its - 2 - stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. - 3 - The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on April 23, 1996. /s/ Siobhan Cameron ------------------------ Siobhan Cameron - 4 - CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF SINCLAIR RADIO OF ST. LOUIS LICENSEE, INC. ----------------------------------------------------- The Board of Directors of: SINCLAIR RADIO OF ST. LOUIS LICENSEE, INC. a Corporation of the State of Delaware, on this 7th day of April, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is: 1013 Centre Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY, SINCLAIR RADIO OF ST. LOUIS LICENSEE, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF said corporation has caused this Certificate to be signed by J. Duncan Smith this 7th day of April A.D. 1997. /s/ J. Duncan Smith --------------------------- authorized officer - 5 - EX-3.56 50 EXHIBIT 3.56 EXHIBIT 3.56 BY-LAWS OF SINCLAIR RADIO OF ST. LOUIS LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I Stockholders Section 1.1. Annual Meeting An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 1 Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by 2 the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce 3 such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II Board of Directors Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. 4 Section 2.2. Election; Resignation; Removals; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meeting. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and 5 the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. ARTICLE III Committees Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV Officers Section 4. 1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring 6 in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Boar of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V Stock Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI Indemnification Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee 7 benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VII Miscellaneous Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. 8 Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or other-wise. 9 EX-3.57 51 EXHIBIT 3.57 EXHIBIT 3.57 KEYMARKET RADIO OF WILKES-BARRE, INC. CERTIFICATE OF CORRECTION KEYMARKET RADIO OF WILKES-BARRE, INC., a Maryland corporation, having its principal office at 2000 W. 41st Street, Baltimore, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The title of the document being corrected hereby is the Articles of Incorporation. SECOND: The name, as it appeared in the Articles of Incorporation, of the party to such Articles of Incorporation is hereby corrected to read SINCLAIR RADIO OF WILKES-BARRE, INC. THIRD: The Articles of Incorporation to be corrected hereby were filed on April 22, 1996. FOURTH: The Board of Directors has not had an organizational meeting and has not elected officers. IN WITNESS WHEREOF I have signed this Certificate of Correction on this 23rd day April, 1996, and acknowledge the same to be my act. /s/ Charles A. Borek ------------------------ Incorporator ARTICLES OF INCORPORATION FIRST: I, Charles A. Borek, whose post office address is 100 Light Street, Suite 11, 100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: KEYMARKET RADIO OF WILKES-BARRE, INC. THIRD: The purpose for which the Corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is one thousand (1,000) shares of common stock, par value $.01 per .share. for an aggregate par value of ten dollars ($10.00), all of one class of stock. SIXTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director, and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not lt@ss than tile number of stockholders. Directors need not be stockholders. The name of (lie directors who shall act until the first annual meeting or until their successor or successors are duly elected and qualified are David D. Smith and David B. Amy. SEVENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 22nd day of April 1996, and I acknowledge the same to be my act. /s/ Charles A. Borek -------------------- Charles A. Borek - 2 - EX-3.58 52 EXHIBIT 3.58 EXHIBIT 3.58 BY-LAWS OF SINCLAIR RADIO OF WILKES-BARRE, INC. ARTICLE I 1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. SPECIAL MEETING. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. QUORUM. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5. VOTING. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. 6. PROXIES. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. INFORMAL ACTION BY STOCKHOLDERS. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. GENERAL POWERS. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. NUMBER AND TERM OF OFFICE. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. FILLINGS OF VACANCIES. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. - 2 - Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. PLACE OF MEETING. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. QUORUM. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-laws. 8. COMPENSATION OF DIRECTORS. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for - 3 - attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. LIABILITY OF DIRECTORS. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. - 4 - ARTICLE III OFFICERS 1. NUMBER. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. ELECTION AND TENURE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. REMOVAL. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. - 5 - 7. VICE PRESIDENT. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Executive Vice President may perform the duties and exercise the powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 8. SECRETARY. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. TREASURER. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. OTHER OFFICERS. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. SPECIAL APPOINTMENTS. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1 ISSUE. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. - 6 - 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V SUNDRY PROVISIONS 1. RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. RECEIPT OF REVENUES. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. FISCAL YEAR. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. - 7 - ARTICLE VI SUNDRY PROVISIONS 1. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. AMENDMENTS. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS - 8 - EX-3.59 53 EXHIBIT 3.59 EXHIBIT 3.59 CERTIFICATE OF INCORPORATION OF SINCLAIR RADIO OF WILKES-BARRE LICENSEE, INC. FIRST. The name of the corporation is Sinclair Radio of Wilkes-Barre Licensee, Inc. SECOND. The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH. The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P.O. Box 551, Wilmington, Delaware 19899. SIXTH. In furtherance and not in limitation of the powers conferred by statute, it is further provided. 1. Election of Directors need not be by written ballot. 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be. and also on this Corporation. EIGHTH. Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for 2 breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such ability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. against all expenses (including attorney's fees), judgments. fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may included payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. 3 The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on April 23, 1996. /s/ Siobhan Cameron ------------------- Siobhan Cameron 4 CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF SINCLAIR RADIO OF WILKES-BARRE LICENSEE, INC. -------------------------------------------------- The Board of Directors of : SINCLAIR RADIO OF WILKES-BARRE LICENSEE, INC. a Corporation of the State of Delaware, on this 7th day of April A.D. 1997, do hereby resolve and order that the location of the Registered Off ice of this Corporation within this State be, and the same hereby is: 1013 Centre Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY. SINCLAIR RADIO OF WILKES-BARRE LICENSEE, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting hold as herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by J. Duncan Smith this 7th day of April A.D. 1997. /s/ J. Duncan Smith --------------------------- Authorized Officer EX-3.60 54 EXHIBIT 3.60 EXHIBIT 3.60 BY-LAWS OF SINCLAIR RADIO OF WILKES-BARRE LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I Stockholders Section 1.1. Annual Meeting. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote. thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. -2- Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of -3- stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the conunencement thereof, and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II Board of Directors Section 2. 1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Section 2.2. Election; Resignations Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect -4- directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. -5- ARTICLE III Committees Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV Officers Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. -6- Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V Stock Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. -7- ARTICLE VI Indemnification Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by-reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. -8- Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VII Miscellaneous Section 7.1. Fiscal year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if. (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. -9- Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. -10- EX-3.61 55 EXHIBIT 3.61 EXHIBIT 3.61 AMENDED CERTIFICATE OF INCORPORATION OF SUPERIOR COMMUNICATIONS OF KENTUCKY, INC. Pursuant to Section 241 of Title 8 of the Delaware Code of 1953, as Amended SUPERIOR COMMUNICATIONS OF KENTUCKY, INC., (the "Corporation") a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), DOES HEREBY CERTIFY: FIRST: That the Board of Directors of the Corporation have adopted a resolution declaring advisable the following amendment to the Certificate of Incorporation of the Corporation: RESOLVED, that the Certificate of Incorporation of the Corporation be amended in its entirety to read as follows: I. NAME. The name of the corporation is "Superior Communications of Kentucky, Inc." (hereinafter referred to as the "Corporation"). II. ADDRESS. The address of the Corporation's registered office in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware 19805. The name of its registered agent at such address is The Corporation Service Company. III. PURPOSE. The purpose of Corporation is to engage in any lawful acts or activities for which corporations may be organized under the General Corporation Law of the State of Delaware and to possess and employ all powers and privileges now or hereafter granted or available under the laws of the State of Delaware to such corporations. IV. AUTHORIZED CAPITAL. The total number of shares of stock which the corporation shall have authority to issue is 1000 shares of Common Stock of the par value of $0.001 per share. V. INCORPORATOR: The name and mailing address of the incorporator are: John C. Rodney, Kirkpatrick & Lockhart, 1500 Oliver Building, Pittsburgh, PA 15222. VI. EXISTENCE: The corporation is to have perpetual existence. VII. BY-LAWS: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the By- laws of the corporation. VIII. MEETINGS OF STOCKHOLDERS: Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. IX. AMENDMENT: The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. X. INDEMNIFICATION. The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, each director or officer of the Corporation or its Subsidiaries who is made a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorney's fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Expenses (including attorneys' fees) incurred in defending an action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, to the fullest extent and under the circumstances permitted by Delaware law. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Corporation or its Subsidiaries against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify against such liability under the provisions of this Article VII. The rights conferred by this Article shall not be exclusive of any other rights to which those indemnified may be entitled under this Certificate of Incorporation, any by-law, agreement, vote of stockholders or disinterested directors, statute, or otherwise, and shall inure to the benefit of their heirs, executors, and administrators. The provisions of this Article shall not be deemed to preclude the Corporation from indemnifying other persons from similar or other expenses and liabilities as the Board of Directors or the stockholders may determine in a specific instance or by resolution of general application. Any repeal or modification of this Article by the stockholders of the Corporation shall not adversely affect any right or protection existing at the time of such repeal or modification to which any person may be entitled under this Article. For the purposes of this Article, the term "authorized representative" shall mean a director or officer of the Corporation or - 2 - of any subsidiary of the Corporation or person who is or was, at the request of the Corporation, serving another corporation, partnership, joint venture, trust, association, or other entity as a director, officer, or partner, or in any position of similar managerial or fiduciary position, or as an employee or agent. XI. LIABILITY. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that this provision shall not limit liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for violations of Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law hereafter is amended to further eliminate or limit the liability of a director, then a director of the Corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this Article VIII by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. XII. TRANSACTIONS WITH DIRECTORS, ETC. The Corporation shall have authority, to the fullest extent now or hereafter permitted by the General Corporation Law of the State of Delaware, or by any other applicable law, to enter into any contract or transaction with one or more of its directors or officers, or with any corporation, partnership, joint venture, trust, association, or other entity in which one or more of its directors or officers are directors or officers, or have a financial interest, notwithstanding such relationships and notwithstanding the fact that the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction. XIII. COMPROMISE OR ARRANGEMENT. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any - 3 - compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. XIV. SECTION 203. The Corporation shall not be subject to the provisions of Section 203 of the Delaware General Corporation Law. SECOND: That no stock of the Corporation has been issued. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Albert M. Holtz, its Chairman. Attest: SUPERIOR COMMUNICATIONS OF KENTUCKY, INC. /s/ John C. Rodney By /s/ Albert M. Holtz - --------------------- ----------------------- John C. Rodney Albert M. Holtz Asst. Secretary Chairman - 4 - CERTIFICATE OF INCORPORATION OF SUPERIOR COMMUNICATIONS OF KENTUCKY, INC. I. NAME. The name of the corporation is Superior Communications of Kentucky, Inc, (hereinafter referred to as the "Corporation"). II. ADDRESS. The address of the Corporation's registered office in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware 19805. The name of its registered agent at such address is The Corporation Service Company. III. PURPOSE. The purpose of Corporation is to engage in any lawful acts or activities for which corporations may be organized under the General Corporation Law of the State of Delaware and to possess and employ all powers and privileges now or hereafter granted or available under the laws of the State of Delaware to such corporations. IV. AUTHORIZED CAPITAL. A. CAPITAL STOCK. The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 130,000 of which (a) 10,000 shares shall be Class A Common Stock, par value $.001 per share (the "Class A Common"), (b) 100,000 shares shall be Class B Common Stock, par value $.001 per share (the "Class B Common"), and (c) 20,000 shares shall be Preferred Stock, par value $.001 per share (the "Preferred Stock"). B CLASS A COMMON. The powers, designations, preferences and relative participating, optional or other special rights and the qualifications, limitations and restrictions of the Class A Common are as follows: 1. VOTING RIGHTS. Except as otherwise required by law, and subject to the voting rights of the Class B Common or such voting rights which may be granted to any other class of common stock or any series of preferred stock, each holder of Class A Common shall be entitled the number of votes per share for each of the Class A Common standing in each holder's name on the records of the Corporation on each matter submitted to a vote of the stockholders as determined in accordance with the following formula: VS = (AP (TVS - TAS) ) / ( (1-AP) TAS) WHERE: VS = The total number of votes per share of outstanding Class A Common; - 1 - TVS = The total number of outstanding shares of the Corporation's Class A and Class B Common; AP = 17.5% or, if the IRR Test is met, 20%, as reduced by the percentage of the outstanding Class A Common converted to Class B Common (if any) as set forth in paragraph IV(B)(4) hereto; and TAS = The total number of outstanding shares of the Corporation's Class A Common. The holders of the Class A Common and Class B Common shall vote together as one class on all matters which require a vote of the Corporation's stockholders; provided, however, that the Class A Common shall vote as a single class with respect to (i) any amendment to this Certificate of Incorporation as provided in paragraph IV(H) hereof or (ii) any merger or consolidation of the Corporation with or into another entity or entities, or any recapitalization or reorganization, in which shares of Class A Common would receive or be exchanged for consideration different on a per share basis (assuming conversion of all of Class A Common into the percentage of total outstanding Class B Common equal to AP) than the consideration received with respect to or in exchange for the shares of Class B Common or would otherwise be treated differently from shares of Class B Common (assuming such conversion) in connection with such transaction. 2. DIVIDENDS. Subject to the preference rights of the holders of Preferred Stock, the holders of Class A Common shall be entitled to receive when, as, and if declared by the Board of Directors of the Corporation, out of funds legally available therefor, the percentage of all dividends payable in cash, stock, or otherwise equal to AP. Such dividends shall be divided pro rata among all the shares of Class A Common outstanding on the record date for such dividend. 3. DISTRIBUTIONS UPON LIQUIDATION. Upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, and after any preferred stock, bonds, debentures, or other obligations of the Corporation shall have been paid in full the amounts to which they shall be entitled (if any), or a sum sufficient for such payment in full shall have been set aside, the percentage of the remaining net assets of the Corporation equal to AP shall be distributed pro rata to the holders of the Class A Common in accordance with their respective rights and interests and the percentage of the remaining assets equal to 1-AP shall be delivered to the holders of the class B Common, to the exclusion of holders of any preferred stock, bonds, debentures, or other obligations of the Corporation. 4. CONVERSION. Class A Common shall be convertible at the option of each holder to Class B Common at the rate of VS Shares of Class B Common for each share of Class A Common. Upon each such conversion, AP shall be reduced by the percentage of the outstanding Class A Common so converted. - 2 - C. CLASS B COMMON. The powers, designations, preferences and relative participating, optional or other special rights and the qualifications, limitations and restrictions of the Class B Common are as follows: 1. VOTING RIGHTS. Except as otherwise required by law, and subject to the voting rights of the Class A Common or such voting rights as may be granted to any other class of Common Stock or any series of preferred stock, each holder of Class B Common shall be entitled to one vote per share for each share of the Class B Common standing in each holder's name on the records of the Corporation on each matter submitted to a vote of the stockholders. The holders of the Class A Common and Class B Common shall vote together as one class on all matters which require a vote of the Corporation's stockholders; provided, however, that the Class B Common shall vote as a single class with respect to (i) any amendment to this Certificate of Incorporation as provided in paragraph IV(H) hereof or (ii) any merger or consolidation of the Corporation with or into another entity or entities, or any recapitalization or reorganization, in which shares of Class B Common would receive or be exchanged for consideration different on a per share basis than the consideration received with respect to or in exchange for the shares of Class A Common (assuming conversion of the Class A common into the percentage of the outstanding shares of total Class B Common equal to AP) or would otherwise be treated differently from shares of the Class A Common (assuming such conversion) in connection with such transaction. 2. DIVIDENDS. Subject to the preference rights of the holders of Preferred Stock, holders of Class B Common shall be entitled to receive when, as, and if declared by the Board of Directors of the Corporation, out of funds legally available therefor, the percentage of all dividends payable in cash, stock, or otherwise equal to 1-AP. Such dividends shall be divided pro rata among all the shares of Class B Common outstanding on the record date for such dividend. 3. DISTRIBUTIONS UPON LIQUIDATION. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, and after any preferred stock, bonds, debentures, or other obligations of the Corporation shall have been paid in full the amounts to which they shall be entitled (if any) , or a sum sufficient for such payment in full shall have been set aside, the holders of the Class B Common shall be distributed a percentage of the remaining assets equal to 1-AP, such assets to be distributed pro rata to such holders of Class B Common in accordance with their respective rights and interests, and the percentage of the remaining assets equal to AP shall be delivered to the holders of Class A Common, to the exclusion of the holders of any preferred stock, bonds, debentures, or other obligations of the Corporation. 4. PREFERRED STOCK. The powers, designations, preferences and relative participating, optional or other special rights and the qualifications, limitations and restrictions of the Preferred Stock are as follows: - 3 - 1. DIVIDENDS. A. GENERAL OBLIGATION. The holders of the Preferred Stock shall be entitled to receive when, as, and if declared by the Board of Directors of the Corporation, out of funds legally available therefor, preferential dividends on each share of the Preferred Stock (a "Share") at the rate of 12% per annum of the Liquidation Preference thereof from and including the date of issuance of such Share to and including the date on which the Liquidation Preference of such Share is paid (the "Dividend Preference"). Such dividends will accrue cumulatively on an annual basis whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. Such preferential dividends shall be payable upon the liquidation, dissolution and winding up of the Corporation in each case when and as declared by the Board of Directors and to the extent permitted by Delaware law. The date on which the Corporation initially issues any Share will be deemed to be its "date of issuance" regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Share. No dividends in cash or property (other than dividends payable to the holders of the Class A Common or Class B Common in shares of Class A Common or Class B Common) will be paid on Junior Securities unless all of the Dividend Preference accrued on the Preferred Stock have been paid. Following satisfaction of the Dividend Preference, the holders of the Preferred Stock shall be entitled to no additional dividends. B. DIVIDEND REFERENCE DATES. To the extent not paid on each December 31 (the "Dividend Reference Date"), beginning on December 31, 1993, all of the Dividend Preference dividends which have accrued on each Share outstanding during the twelve-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date will be added to the Liquidation Preference of such Share and will remain part thereof until such dividends are paid. C. DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS. If at any time the Corporation pays to the holders of Preferred Stock less than the total amount of the Dividend Preference dividends then accrued with respect to the Preferred Stock, such payment will be distributed ratably among the holders of such Preferred Stock based upon the aggregate accrued but unpaid Dividend Preference on the shares of Preferred Stock hold by each such holder. 2. VOTING RIGHTS. Except as otherwise required by law, the Preferred Stock shall have no voting rights. 3. LIQUIDATION. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Preferred Stock will be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Preference of all Shares outstanding. If upon any such - 4 - liquidation, dissolution or winding up of the Corporation, the Corporation's assets to be distributed among the holders of the Preferred Stock are insufficient to permit payment to such holders of the Liquidation Preference amount which they are entitled to be paid, then the entire assets to be distributed to Preferred Stock will be distributed ratably among such holders based upon the aggregate Liquidation Preference (plus declared and unpaid dividends) of the Preferred Stock held by each of such holders. Neither the consolidation or merger of the Corporation into or with any other corporation or corporations, nor the sale or transfer by the Corporation of all or any part of its assets, nor the reduction of the Capital Stock of the Corporation, will be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph IV(D) (3). E. REGISTRATION OF TRANSFER The Corporation will keep at its principal office a register for the registration of each of its classes of Capital Stock. Upon the surrender of any certificate representing any class of stock at such place, the Corporation will, at the request of the record holder of such certificate, execute and deliver (at the Corporation's expense), a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate, and, with respect to the Preferred Stock, dividends will continue to accrue on Preferred Stock represented by such new certificate from the date to which dividends have previously been paid on such Preferred Stock represented by the surrendered Certificate. F. REPLACEMENT. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of any class of Capital Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is an institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and, with respect to the Preferred Stock, dividends will continue to accrue on the Preferred Stock represented by such new certificate from the date on which dividends have previously been paid on such lost, stolen, destroyed or mutilated certificate. G. DEFINITIONS. "AP" shall have the meaning set forth in Paragraph IV (B) (1) hereof. "Capital Stock" shall mean all shares of all classes of the Corporation's capital stock, and any Stock into which such Capital Stock may hereafter be changed. - 5 - "Common Stock" shall mean all shares of all classes of the Corporation's Common Stock, par value $.001 per share, and any Stock into which such Stock may hereafter be changed. "Corporation" shall mean SCG, Inc., a Delaware corporation, and all successor corporations thereof. "Initial Public Offering" shall mean the first public, offering of the Corporation's Common Stock, which offering is effected pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act. "The IRR Test" shall be met on the first day, if ever, that the Rate is 25% or more. The Rate is the annual interest rate which, when used to calculate the net present value of the Cash Inflows and the Cash Outflows as of the date of determination, causes, such net amount to equal zero. As used in this definition, "Cash Inflows" shall include, without duplication, (i) all cash payments received by PF1 on or prior to the date of determination with respect to Capital Stock acquired with PF1's initial investment in the Corporation (the "PF1 Investment"), whether such payments are received from the Corporation or any third party and whether such payments are received as interest, dividends, proceeds with respect to sale or redemption of such securities, upon a liquidation of the Corporation or otherwise, (ii) the fair market value of all noncash consideration received by PF1 in connection with sale of any Capital Stock acquired by PF1 pursuant to the PF1 Investment, and (iii) if Market Liquidity exists on the date of determination, the Public Market Price on the date of determination of any shares of Capital Stock acquired (directly or indirectly) with the PF1 Investment and held by PF1 on the date of determination. As used in this definition, "Cash Outflows" shall include the sum of all cash payments and investments made by PF1 to and in the Corporation to purchase Capital Stock acquired with the PF1 Investment. For this purpose, PF1 shall be deemed to have invested $1,412,500 on the date that Preferred Stock is first issued to it. For purposes of the net present value calculations set forth herein, the dates of each payment or investment specified above will be deemed to have occurred as of the beginning of the fiscal month during which such payment or investment is received or made. "Junior Securities" means all of the Corporation's equity securities other than the Preferred Stock. "Liquidation Preference" of any Share of Preferred Stock as of any particular date will be equal to $1000.00 plus any unpaid Dividend Preference dividends on such Share added to the Liquidation Preference of such Share on any Dividend Preference Date and not thereafter paid; and, in the event of any liquidation, dissolution or winding up of the Corporation or the redemption of such Share, unpaid dividends on such Share, regardless of whether they have become payable, will be added to the Liquidation Preference of such Share on the payment date in any liquidation, dissolution or winding up, or on the Redemption Date, as the case may be, accrued to the close of business on such payment date or Redemption Date. - 6 - "Market Liquidity" shall be deemed to exist after the earlier of the date (i) which is the later of (A) 90 days following the effective date of an Initial Public Offering or (B) the date on which any lock-up agreement required by the Company's underwriters with respect to PF1's shares of Common Stock expires following such Initial Public Offering or (ii) PF1 has sold more than 50% of its holdings of the Corporation's Common Stock held immediately prior to the Initial Public Offering (based on Capital Stock acquired with its initial investment in the Corporation), if, and so long as, a Public Market exists for the Common Stock. "Person" means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. "PF1" shall mean Pennsylvania Fund #1, a Pennsylvania limited partnership, or any successor or Affiliate thereof. For purposes of this definition, "Affiliate" shall mean any Person directly or indirectly controlling, controlled by or under common control with, PF1. "Property" shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. "Public Market" for the Common Stock of the Corporation shall mean such Common Stock is traded on a national exchange, the NASDAQ National Market System or any registered interdealer quotation system involving at least three registered market makers. "Public Market Price" shall mean the weekly average trading price of the Common Stock in the Public Market over the ten trading days immediately preceding the date upon which the determination of whether a "Public Market" exists is made. "Sale" shall mean the occurrence of either (i) the sale of all, or substantially all, of the consolidated assets of the Corporation or outstanding capital stock of the Corporation by means of a sale or liquidation, or (ii) a merger or reorganization in which the Corporation is not the surviving corporation (unless more than 50% of the capital stock of such corporation is held by Persons who are stockholders of the Corporation as of the date hereof) "Securities Act" means the Securities Act of 1933, as amended, or any similar law then in force. "Subsidiary" means any corporation of which the shares of stock having a majority of the general voting power in electing the Board of Directors are, at the time as of which any determination is being made, owned by the Corporation either directly or indirectly through Subsidiaries. H. AMENDMENT AND WAIVER. No amendment to or modification of this Certificate of Incorporation, nor any waiver of any right of the holders of any class of the Corporation's - 7 - Capital Stock hereunder, will be binding or effective without the prior written consent of the holders of 70% of the shares of each class of the Corporation's Capital Stock outstanding at the time such action is taken. I. NOTICES. Except as otherwise expressly provided, all notices referred to herein will be in writing and will be sent by registered or certified mail, return receipt requested, postage prepaid, or by telex, facsimile transmission, or receipted air courier, and will be deemed to have been given when so sent (i) to the Corporation, at its principal executive offices and (ii) to any stockholder, at such holder's address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder) V. DIRECTORS A. NUMBER. The number of directors of the Corporation shall be fixed from time to time in the manner provided in the by-laws and may be increased or decreased from time to time in the manner provided in the by-laws. B. ELECTION. Election of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation. VI. BY-LAWS. In furtherance of and not in limitation of the powers conferred by statute and subject to the provisions of this Certificate of Incorporation, the Board of Directors of the Corporation is expressly authorized to make, alter, or repeal the by-laws of the Corporation, but such authorization shall not divest the stockholders of the power, nor limit their power, to adopt, amend, or repeal by-laws. VII. INDEMNIFICATION. The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, each director or officer of the Corporation or its Subsidiaries who is made a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorney's fees and disbursements) , judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Expenses (including attorneys' fees) incurred in defending an action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, to the fullest extent and under the circumstances permitted by Delaware law. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Corporation or its Subsidiaries against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify against such liability under the provisions of this Article V11. The rights conferred by this Article shall not be exclusive of any other rights to which those indemnified may be entitled under this Certificate of Incorporation, any by-law, agreement, vote of - 8 - stockholders or disinterested directors, statute, or otherwise and shall inure to the benefit of their heirs, executors, and administrators. The provisions of this Article shall not be deemed to preclude the Corporation from indemnifying other persons from similar or other expenses and liabilities as the Board of Directors or the stockholders may determine in a specific instance or by resolution of general application. Any repeal or modification of this Article by the stockholders of the Corporation shall not adversely affect any right or protection existing at the time of such repeal or modification to which any person may be entitled under this Article. For the purposes of this Article, the term "authorized representative" shall mean a director or officer of the Corporation or of any subsidiary of the Corporation or person who is or was, at the request of the Corporation, serving another corporation, partnership, joint venture, trust, association, or other entity as a director, officer, or partner, or in any position of similar managerial or fiduciary position, or as an employee or agent. VIII. LIABILITY. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that this provision shall not limit liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for violations of Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law hereafter is amended to further eliminate or limit the liability of a director, then a director of the Corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this Article VIII by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. IX. TRANSACTIONS WITH DIRECTORS, ETC. The Corporation shall have authority, to the fullest extent now or hereafter permitted by the General Corporation Law of the State of Delaware, or by any other applicable law, to enter into any contract or transaction with any corporation, partnership, joint venture, trust, association, or other entity in which one or more of its directors or officers are directors or officers, or have a financial interest, notwithstanding such relationships and notwithstanding the fact that the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transactions X. COMPROMISE OR ARRANGEMENT. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this - 9 - Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and of the stockholders or class of stockholders of this Corporation, as this case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. XI. SECTION 203. The Corporation shall not be subject to the provisions of Section 203 of the Delaware General Corporation Law. XXI. INCORPORATOR. The name and address of the incorporator are: John C. Rodney 1500 Oliver Building Pittsburgh, PA 15222 I, the undersigned, the sole incorporator of the Corporation, have accordingly hereunto set my hand. Executed this 3rd day of December, 1993. /s/ John C. Rodney ----------------------- John C. Rodney Incorporator - 10 - EX-3.62 56 EXHIBIT 3.62 EXHIBIT 3.62 BY - LAWS OF SUPERIOR COMMUNICATIONS OF KENTUCKY, INC. ADOPTED: December 6, 1993 BY - LAWS OF SUPERIOR COMMUNICATIONS OF KENTUCKY, INC. TABLE OF CONTENTS Page ARTICLE I MEETINGS OF STOCKHOLDERS.................................1 - ---------------------------------------------- Section 1.1. Place of Meetings........................................1 Section 1.2. Annual Meetings..........................................1 Section 1.3. Special Meetings.........................................1 Section 1.4. Notice of Meetings.......................................1 Section 1.5. Record Date..............................................1 Section 1.6. Informal Action..........................................2 ARTICLE II DIRECTORS................................................2 - ------------------------------- Section 2.1. Powers of Directors......................................2 Section 2.2. Number, Election, and Term of Office.....................2 Section 2.3. Vacancies................................................3 Section 2.4. Meetings of Directors....................................3 Section 2.5. Informal Action..........................................3 Section 2.6. Telephone Participation in Meetings ...................3 ARTICLE III OFFICERS.................................................3 Section 3.1. Enumeration..............................................3 Section 3.2. Chairman.................................................3 Section 3.3. President................................................4 Section 3.4 Executive Vice President.................................4 Section 3.5. Vice President...........................................4 Section 3.6. Secretary................................................4 Section 3.7. Treasurer................................................4 Section 3.8. Other Officers and Assistant Officers....................4 Section 3.9. Term and Compensation....................................5 ARTICLE IV INDEMNIFICATION..........................................5 - ------------------------------------- Section 4.1. Directors and Officers...................................5 - i - Section 4.2. Payment of Expenses......................................5 Section 4.3. Permissive Indemnification and Advancement of Expenses..................................5 Section 4.4. Basis of Rights; Other Rights............................6 Section 4.5. Determination of Indemnification.........................6 Section 4.6. Insurance................................................6 Section 4.7. Powers of the Board......................................7 Section 4.8. Definition - Corporation.................................7 Section 4.9. Definition - Authorized Representative...................7 ARTICLE V SHARES OF CAPITAL STOCK..................................7 - --------------------------------------------- Section 5.1. Issuance of Stock........................................7 Section 5.2. Stock Certificates.......................................8 Section 5.3. Transfer of Stock........................................8 Section 5.4. Lost, Stolen, Destroyed, or Mutilated Certificates........................................8 Section 5.5. Regulations..............................................8 Section 5.6. Holders of Record........................................8 Section 5.7. Restriction on Transfer..................................8 ARTICLE VI GENERAL PROVISIONS.......................................9 - ---------------------------------------- Section 6.1. Corporate Seal...........................................9 Section 6.2. Fiscal Year..............................................9 Section 6.3. Authorization............................................9 Section 6.4. Financial Reports........................................9 Section 6.5. Effect of By-laws........................................9 ARTICLE VII AMENDMENTS...............................................9 - -------------------------------- - ii - BY-LAWS OF SUPERIOR COMMUNICATIONS OF KENTUCKY, INC. ----------------------- ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders shall be held at such place within or without the State of Delaware as shall be designated by the Board of Directors or the person or persons calling the meeting. Section 1.2. Annual Meetings. The annual meeting of the stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held after the close of the Corporation's fiscal year on such date and at such time as shall be designated by the Board of Directors. Section 1.3. Special Meetings. Special meetings may be called at any time by the Chairman or the Board of Directors. Section 1.4. Notice of Meetings. A written notice stating the place, date, and hour of each meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by, or at the direction of, the Secretary or the person or persons authorized to call the meeting to each stockholder of record entitled to vote at such meeting, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, unless a greater period of time is required by law in a particular case. Section 1.5. Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.6. Informal Action. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE II DIRECTORS Section 2.1. Powers of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall exercise all powers that may be exercised or performed by the Corporation and that are not by statute, the Certificate of Incorporation or these By-laws directed to be exercised or performed by the stockholders. Section 2.2. Number, Election and Term of Office. The Board of Directors shall consist of not less than three and not more than six members. Directors need not be stockholders of the Corporation. The directors shall be elected by the stockholders at the annual meeting or any special meeting called for such purpose. Each director shall hold office until his or her successor shall be duly elected and qualified or until his or her earlier resignation or removal. A director may resign at any time upon written notice to the Corporation. Section 2.3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director. The occurrence of a vacancy which is not filled by action of the Board of Directors shall constitute a determination by the Board of Directors that the number of directors is reduced so as to eliminate such vacancy, unless the Board of Directors shall specify otherwise. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Section 2.4. Meetings of Directors. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors shall from time to time by resolution appoint; and no notice shall be required to be given of any such regular meeting. A special meeting of the Board of Directors may be called by the Chairman or any director by - 2 - giving two (2) days, notice to each director by letter, telegram, telephone or other oral message, Except as otherwise provided by these By-laws, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.5. Informal Action. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 2.6. Telephone Participation in Meetings. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting. ARTICLE III OFFICERS Section 3.1. Enumeration. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chairman, President (if elected by the Board), Executive Vice President, such number of Vice Presidents (if any) as the Board of Directors shall from time to time elect, a Secretary, a Treasurer, and such other officers (if any) as the Board of Directors shall from time to time elect. The Board of Directors may at any time elect one of its members as Chairman of the Board of the Corporation, who shall preside at meetings of the Board of Directors and of the stockholders and shall have such powers and perform such duties as shall from time to time be prescribed by the Board of Directors. Any two or more offices may be held by the same person. Section 3.2. Chairman. The Chairman shall be the chief executive officer of the Corporation, and shall have general and active charge and control over the business and affairs of the Corporation, subject to the Board of Directors. The Chairman shall preside at meetings of the Board of Directors and of the stockholders. The Chairman shall sign all certificates for shares of the capital stock of the Corporation. Section 3.3. President. The President shall perform such duties as are assigned by the Chairman. In the absence of the Chairman, the President shall preside at meetings of the Board of Directors and of the stockholders. The President may, together with the Secretary, execute on behalf of the Corporation any contract which has been approved by the Board of - 3 - Directors. If the office of Chairman is vacant, the President shall have the duties of the Chairman. Section 3.4. Executive Vice-President. The Executive Vice President shall be senior to the Vice President(s) and shall have all of the powers and perform all of the duties of the President during the absence or inability to act of the President. The Executive Vice President shall also have such other powers and perform such other duties as shall from time to time be prescribed by the Board of Directors, the Chairman or the President. Section 3.5. Vice President. The Vice President or, if there shall be more than one, the Vice Presidents, in the order of their seniority unless otherwise specified by the Board of Directors, shall have all of the powers and perform all of the duties of the President during the absence or inability to act of the President and the Executive Vice President. Each Vice President shall also have such other powers and perform such other duties as shall from time to time be prescribed by the Board of Directors, the Chairman or the President. Section 3.6. Secretary. The Secretary shall record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose, and shall give notice as required by statute or these By-laws of all such meetings. The Secretary shall have custody of the seal of the Corporation and of all books, records, and papers of the Corporation, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by resolution of the Board of Directors. The Secretary shall also have such other powers and perform such other duties as are incident to the office of the secretary of a corporation or as shall from time to time be prescribed by, or pursuant to authority delegated by, the Board of Directors. Section 3.7. Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the Corporation in books belonging to the Corporation, shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, and shall also have such other powers and perform such other duties as are incident to the office of the treasurer of a corporation or as shall from time to time be prescribed by, or pursuant to authority delegated by, the Board of Directors. Section 3.8. Other Officers and Assistant Officers. The powers and duties of each other officer or assistant officer who may from time to time be chosen by the Board of Directors shall be as specified by, or pursuant to authority delegated by, the Board of Directors at the time of the appointment of such other officer or assistant officer or from time to time thereafter.. In addition, each officer designated as an assistant officer shall assist in the performance of the duties of the officer to which he or she is assistant, and shall have the powers and perform the duties of such officer during the absence or inability to act of such officer. - 4 - Section 3.9. Term and Compensation. Officers shall be elected by the Board of Directors from time to time, to serve at the pleasure of the Board. Each officer shall hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal. The compensation of all officers shall be fixed by, or pursuant to authority delegated by, the Board of Directors from time to time. ARTICLE IV INDEMNIFICATION Section 4.1. Directors and Officers. The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, each director or officer (including each former director or officer) of the Corporation who was or is made a party to or witness in or is threatened to be made a party to or a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Section 4.2. Payment of Expenses. The Corporation shall pay expenses (including attorneys, fees and disbursements) incurred by a director or officer of the Corporation referred to in Section 4.1 hereof in defending or appearing as a witness in any civil or criminal action, suit or proceeding described in Section 4.1 hereof in advance of the final disposition of such action, suit or proceeding. The expenses incurred by such director or officer in his capacity as a director or officer of the Corporation shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding only upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts in advance if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation because he has not met the standard or conduct set further in the first sentence of Section 4.5 hereof. Section 4.3. Permissive Indemnification and Advancement of Expenses. The Corporation may, as determined by the Board of Directors from time to time, indemnify to the fullest extent now or hereafter permitted by law, any person who was or is a party to or a witness in or is threatened to be made a party to or a witness in, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Subject to Section 4.2 hereof, the Corporation may, as determined by the Board of - 5 - Directors from time to time, pay expenses incurred by any such person by reason of his participation in an action, suit or proceeding referred to in this Section 4.3 in advance of the final disposition of such action, suit or proceeding. Section 4.4. Basis of Rights; Other Rights. Each director and officer of the Corporation shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are proceeded in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors, statute or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. Section 4.5 Determination of Indemnification. Any indemnification under this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the authorized representative is proper in the circumstances because such person has acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or its equivalent, shall not, or itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful. Section 4.6 Insurance. The Corporation shall purchase and maintain insurance on behalf of each director and officer against any liability asserted against or incurred by such director or officer in any capacity, or arising out of such director's or officer's status as such, whether or not the Corporation would have the power to indemnify such director or officer against such liability under the provisions of this Article. The Corporation shall not be required to maintain such insurance if it is not available on terms satisfactory to the Board of Directors or if, in the business judgment of the Board of Directors, either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (ii) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance. The Corporation may purchase and maintain insurance on behalf of any person referred to in Section 4.3 hereof against any liability asserted against or incurred by such person in any capacity, whether or not the Corporation would have the power to indemnify such persons against such liability under the provisions of this Article. - 6 - Section 4.7 Powers of the Board. The Board of Directors, without approval of the stockholders, shall have the power to borrow money on behalf of the Corporation, including the power to pledge the assets of the Corporation, from time to time to discharge the Corporation's obligations with respect to indemnification, the advancement and reimbursement of expenses, and the purchase and maintenance of insurance referred to in this Article IV. Section 4.8. Definition - Corporation. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting corporation, and constituent corporation (including any constituent of a constituent) absorbed in consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its authorized representatives so that any person who is or was an authorized representative of such constituent corporation shall stand in the same position under this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. Section 4.9 Definition - Authorized Representative. For the purposes of this Article, the term "authorized representative" shall mean a director, officer, employee or agent of the Corporation or of any subsidiary of the Corporation, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Corporation or by any subsidiary of the Corporation, or a person serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Corporation. ARTICLE V SHARES OF CAPITAL STOCK Section 5.1. Issuance of Stock. Shares of capital stock of any class now or hereafter authorized, securities convertible into or exchangeable for such stock, or options or other rights to purchase such stock or securities may be issued or granted in accordance with authority granted by resolution of the Board of Directors. Section 5.2. Stock Certificates. Certificates for shares of the capital stock of the Corporation shall be in the form adopted by the Board of Directors, shall be signed by the President and by the Secretary or Treasurer, and may be sealed with the seal of the Corporation. All such certificates shall be numbered consecutively, and the name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation. Section 5.3. Transfer of Stock. Shares of capital stock of the Corporation shall be transferred only on the books of the Corporation, by the holder of record in person or by the - 7 - holder's duly authorized representative, upon surrender to the Corporation of the certificate for such shares duly endorsed for transfer, together with such other documents (if any) as may be required to effect such transfer. Section 5.4. Lost, Stolen, Destroyed, or Mutilated Certificates. New stock certificates may be issued to replace certificates alleged to have been lost, stolen, destroyed, or mutilated, upon such terms and conditions, including proof of loss or destruction, and the giving of a satisfactory bond of indemnity, as the Board of Directors from time to time may determine. Section 5.5. Regulations. The Board of Directors shall have power and authority to make all such rules and regulations not inconsistent with these By-laws as it may deem expedient concerning the issue, transfer, and registration of shares of capital stock of the Corporation. Section 5.6. Holders of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder and owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or right, title, or interest in, such share or shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. Section 5.7. Restriction on Transfer. A restriction on the hypothecation, transfer or registration of transfer of shares of the corporation may be imposed either by these By-laws or by an agreement among any number of stockholders or such holders and the corporation. No restriction so imposed shall be binding with respect to those securities issued prior to the adoption of the restriction unless the holders of such securities are parties to an agreement or voted in favor of the restriction. ARTICLE VI GENERAL PROVISIONS Section 6.1. Corporate Seal. The Corporation may adopt a seal in such form as the Board of Directors shall from time to time determine. Section 6.2. Fiscal Year. The fiscal year of the Corporation shall be as designated by the Board of Directors from time to time. Section 6.3. Authorization. All checks, notes, vouchers, warrants, drafts, acceptances, and other orders for the payment of moneys of the Corporation shall be signed by - 8 - such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 6.4. Financial Reports. Financial statements or reports shall not be required to be sent to the stockholders of the Corporation, but may be so sent in the discretion of the Board of Directors, in which event the scope of such statements or reports shall be within the discretion of the Board of Directors, and such statements or reports shall not be required to have been examined by or to be accompanied by an opinion of an accountant or firm of accountants. Section 6.5. Effect of By-laws. No provision in these By-laws shall vest any property right in any stockholder. ARTICLE VII AMENDMENTS The authority to adopt, amend or repeal By-laws of the Corporation is expressly conferred upon the Board of Directors, which may take such action by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting duly convened after notice of that purpose, subject always to the power of the stockholders to adopt, amend or repeal By-laws. - 9 - EX-3.63 57 EXHIBIT 3.63 EXHIBIT 3.63 ARTICLES OF INCORPORATION OF OKLAHOMA CITY BROADCASTING COMPANY STATE OF OKLAHOMA ) ) COUNTY OF OKLAHOMA ) To: Secretary of State of the State of Oklahoma: We, the undersigned Incorporators: John M. Coffey 3100 Liberty Tower, Oklahoma City, Oklahoma James H. Milligan 3100 Liberty Tower, Oklahoma City, Oklahoma Lois C. Morrison 3100 Liberty Tower, Oklahoma City, Oklahoma being persons legally competent to enter into contracts for the purpose of forming a corporation under "The Business Corporation Act" of the State of Oklahoma, do hereby adopt the following Articles of Incorporation. ARTICLE ONE The name of this corporation is: OKLAHOMA CITY BROADCASTING COMPANY ARTICLE TWO The address of its registered office in the State of Oklahoma is 3100 Liberty Tower, Oklahoma City, Oklahoma 73102, and its Registered Agent is John M. Coffey, 3100 Liberty Tower, Oklahoma City, Oklahoma 73102. ARTICLE THREE The duration of this corporation is fifty (50) years. ARTICLE FOUR The nature of the business and the objects and purposes to be transacted, promoted and carried on are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do, and in any part of the world, viz: (a) To construct and operate one or more radio and television stations and other communications media. (b) To purchase or otherwise acquire and to hold, own, mortgage or otherwise lien, pledge, lease, sell, assign, exchange, transfer or in any manner dispose of, and to invest, deal and trade in and with goods, wares, merchandise and personal or real property of-any and every class and description, within or without the State of Oklahoma, (c) To acquire the good will, rights and property and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation; to pay for the same in cash; the shares of this corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. (d) To guarantee, purchase or otherwise acquire, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of capital, bonds, or other evidence of indebtedness created by other corporations, and while the holders of such shares to exercise all the right and privileges of ownership, including the right to vote thereon, to the same extent as a natural person might or could do. (e) To enter into, make and perform contracts of every kind for any lawful purpose, with any person, firm, association or corporation, town, city, county, body politic, state, territory, government or colony or dependency thereof. (f) To borrow money for any of the purposes of the corporation, and to draw, make, accept, endorse, discount, execute, issue, sell, pledge or otherwise dispose of promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable, transferable or nontransferable instruments and evidences of indebtedness and to secure the payment thereof and the interest thereon by mortgage or pledge, conveyance, or assignment in trust of the whole or any part of the property of the corporation at the time owned or thereafter acquired. (g) To purchase, hold, sell and transfer the shares of its capital stock. (h) To have one or more offices and to conduct any or all of its operations and business and to promote its objects, within or without the State of Oklahoma, without restriction as to place or amount. -2- (i) To become a member of a general partnership or partnerships, a limited partnership or partnerships, a joint venture or joint ventures, with one or more persons or corporations for the purpose of carrying on any business whatsoever which this corporation may deem proper or convenient in connection with any of the purposes herein set forth, or otherwise, or which may be calculated, directly or indirectly, to promote the interest of this corporation or to enhance the value of its property or business, both within and without the State of Oklahoma. (j) To do each and everything necessary, suitable, convenient, or proper for, or in connection with, or incidental to, the accomplishment of any one or more of the purposes or the exercise of any one or more of the powers herein enumerated, or designed, directly or indirectly to promote the interest of this corporation or to enhance the value of its properties; and in general to do any and all things and exercise any and all powers, rights, and privileges for which a corporation may now or hereafter be organized under the Business Corporation Law of the State of Oklahoma or under any act amendatory thereof, supplemental thereto, or substituted therefor. (k) To do any or all of the things herein set forth as principal, agent, contractor, trustee or otherwise, alone or in company with others. (1) The foregoing provisions of this Article shall be construed both as purposes and powers and each as an independent purpose and power in furtherance of, and not in limitation of, the powers which this corporation may have under present or future laws of the State of Oklahoma, and the purposes and powers hereinbefore specified shall, except when otherwise provided herein, be in no wise limited, or restricted by reference to, or inference from the terms or any provisions of any clause or paragraph of these Articles of Incorporation. ARTICLE FIVE The aggregate number of shares which this corporation shall have authority to allot is 1,000. The designation of each class, the number of shares of each class and the par value of the shares of each class are as follows: Class Number of Shares Par Value Per Share Common 1,000 $1.00 ARTICLE SIX The amount of stated capital with which it will begin business is Five Hundred and No/100 Dollars ($500,00), which has been fully paid in. -3- ARTICLE SEVEN The number and class of shares to be allotted by the corporation before it shall begin business, and the consideration to be received by the corporation therefor, are: Consideration to be Class Number of Shares Received Therefor Common 500 $500.00 ARTICLE EIGHT The number of Directors to be elected at the first meeting of the shareholders is Three (3). This corporation shall have a minimum of Three (3) Directors at all times, provided however, the number of Directors may be changed from time to time, in such lawful manner as is provided by the By-Laws: ARTICLE NINE If the By-Laws so provide, the Shareholders and Directors shall have the power to hold their meetings; to have an office or offices and to keep the books of this corporation (subject to the provisions of the Oklahoma Business Corporation Act) outside of the State of Oklahoma at such places as may from time to time be designated by the By-Laws or by resolution of the Directors. ARTICLE TEN This corporation shall indemnify any and all persons who may serve or who have served at any time as directors or officers and their respective heirs, administrators, successors, and assigns against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit, or proceeding in which they, or any of them, are made parties, or a party, or which may be asserted against them or any of them, by reason of being or having been directors or officers of a director or officer of this corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in any action, suit, or proceeding to be liable for his own negligence or misconduct in the performance of duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, by-law, agreement, vote of stockholders, or otherwise. -4- IN WITNESS WHEREOF, we have hereunto set our respective signatures at Oklahoma City, Oklahoma, on this 19th day of April, 1977. /s/John M. Coffey -------------------------- John M. Coffey /s/ James H. Milligan -------------------------- James H. Milligan /s/Lois C. Morrisdon -------------------------- Lois C. Morrison (Incorporators) -5- ACKNOWLEDGMENT STATE OF OKLAHOMA ) ) SS. COUNTY OF OKLAHOMA ) Before me, the undersigned authority, a Notary Public in and for said County and State, on this day personally appeared John M. Coffey, James H. Milligan and Lois C. Morrison, known to me to be the persons whose names are subscribed on the foregoing instrument and acknowledged to me that they executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 19th day of April, 1977. /s/ Carol Sidwell -------------------------- Notary Public My commission expires: My Commission Expires Mar. 28, 1981 -6- AFFIDAVIT AS TO PAID-IN CAPITAL STATE OF OKLAHOMA ) ) SS. COUNTY OF OKLAHOMA ) John M. Coffey and James H. Milligan, of lawful age, being first duly sworn, each for himself deposes and says that the above named affiants constitute a majority of the incorporators of OKLAHOMA CITY BROADCASTING COMPANY a proposed corporation, and that the amount of stated capital with which said corporation will begin business, as set out in its attached Articles of Incorporation, has been fully paid in. /s/John M. Coffey -------------------------- John M. Coffey /s/James H. Milligan -------------------------- James H. Milligan Subscribed and sworn to before me this 19th day of April, 1977. /s/ Carol Sidwell -------------------------- Notary Public My commission expires: My Commission Expires Mar. 28, 1981 -7- State of Delaware Office of the Secretary of State -------------------------------- I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP WHICH MERGES: "SUPERIOR BROADCASTING, INC.", A DELAWARE CORPORATION, WITH AND INTO "OKLAHOMA CITY BROADCASTING COMPANY" UNDER THE NAME OF "SUPERIOR COMMUNICATIONS OF OKLAHOMA, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF OKLAHOMA, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF JANUARY, A.D. 1994, AT 9 O'CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. /s/ WILLIAM T. QUILLEN -------------------------------------- William T. Quillen, Secretary of State AUTHENTICATION: 7012707 DATE: 01-28-94 CERTIFICATE OF OWNERSHIP AND MERGER OF SUPERIOR BROADCASTING, INC. INTO OKLAHOMA CITY BROADCASTING COMPANY UNDER SECTION 253 OF THE DELAWARE GENERAL CORPORATION LAW Pursuant to Section 253(a) of the Delaware General Corporation Law ("DGCL"), Superior Broadcasting, Inc. (the "Corporation") DOES HEREBY CERTIFY: 1. The Corporation was incorporated on July 8, 1993 pursuant to the General Corporation Law of the State of Delaware. 2. The Corporation owns all the outstanding shares of stock of Oklahoma City Broadcasting Company ("OCBC"), a corporation incorporated pursuant to the General Corporation Act of the State of Oklahoma. 3. Pursuant to Section 253 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation did authorize and approve the merger of the Corporation with and into OCBC (the "Merger"). 4. The following are resolutions duly unanimously adopted by the Board of Directors of the Corporation as of January 28, 1994 authorizing and adopting such Merger: RESOLVED, that the Board of Directors has determined that the best interests of the Corporation and its stockholders will be served by the merger of the Corporation with and into Oklahoma City Broadcasting Company ("OCBC"), with OCBC as the surviving corporation, all as contemplated by the Agreement and Plan of Merger dated as of January 28, 1994, (the "Merger Agreement") by and among the Corporation and OCBC. RESOLVED, that the name of the surviving corporation shall be changed to "Superior Communications of Oklahoma, Inc." RESOLVED, that the stock of the surviving corporation shall be issued pro rata to the holders of the stock of the Corporation upon surrender of any certificates therefor. RESOLVED, that each of the officers of the Corporation is hereby authorized, acting alone or together with one or more of the other officers of the Corporation, to execute and deliver in the name and on behalf of the Corporation under its corporate seal or otherwise, the Merger Agreement and any and all agreements, instruments, documents and certificates, and to take any and all further actions in the name and on to take any and all further actions in the name and on behalf of the Corporation, deemed necessary or desirable or convenient by any of them, acting alone, in his discretion, to effect, carry out, consummate and perform the terms of the Merger Agreement and the transactions contemplated thereby in accordance with its terms. 5. The Merger has been approved by the parent corporation pursuant to a unanimous written consent as of its stockholders as of January 28, 1994. 6. OCBC, an Oklahoma corporation, shall be the surviving corporation, the name of which shall be changed to "Superior Communications of Oklahoma, Inc.", and the Certificate of Incorporation and By-Laws of which shall be the Certificate of Incorporation and By-Laws of OCBC prior to the merger, with the only change being the aforesaid name change. - 2 - 7. The Surviving Corporation hereby irrevocably appoints the Secretary of State of the State of Delaware as its agent to accept service of process in any suit or proceeding for enforcement of any obligation of Superior Broadcasting, Inc., as well as for enforcement of any obligation of the Surviving Corporation arising from the Merger. The address to which a copy of such proceeding should be mailed by the Secretary of State is Manor Oak II, Suite 658, Pittsburgh PA 15220. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its officers duly authorized thereunto this 28th day of January, 1994. ATTEST: Superior Broadcasting, Inc. /s/ JOHN C. RODNEY By: /s/ ALBERT M. HOLTZ - -------------------------- -------------------------- Title: Assistant Secretary Title: Chairman - 3 - EX-3.64 58 EXHIBIT 3.64 EXHIBIT 3.64 BYLAWS OF OKLAHOMA CITY BROADCASTING COMPANY ARTICLE I OFFICES Section 1. The registered office shall be in the City of Oklahoma, County of Oklahoma, State of Oklahoma. Section 2. The corporation may also have offices at such other places both within and without the State of Oklahoma as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF SHAREHOLDERS Section 1. Meetings of shareholders for any purpose may be held at such time and place, within or without of the State of Oklahoma, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of shareholders, commencing with the year 1992, shall be held on the 1st day of April, if not a legal holiday, and if a legal holiday, then on the next secular day following at 4:00 p.m. central standard time, at which time they shall elect by a plurality vote by written ballot a board of directors, and transact such other business as may be properly brought before the meeting. Section 3. Written notice of the annual meeting, stating the place, date and hour of such meeting, shall be given to each shareholder entitled to vote thereat not less than ten (10) days nor more than sixty (60) days before the date of the meeting unless otherwise required by law. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, showing the address and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any shareholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the election, either at a place within the city where the meeting is to be held and which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and subject to the inspection of any shareholder who may be present. Section 5. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by law or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of a majority of the Board of Directors, or at the request in writing of shareholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting of shareholders, stating the place, date, hour, and the purpose or purposes thereof, shall be given to each shareholder entitled to vote thereat, not less than ten (10) days before the date fixed for the meeting unless otherwise required by law. Section 7. Business transacted at any special meeting of the shareholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date if fixed for the adjourned meeting, written notice of the place, date and hour of the adjourned meeting shall be given in conformity herewith. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally notified. Section 9. When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the shares of stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of law or of the certificate of Incorporation, a different -2- vote is required, in which case such express provision shall govern and control the decision of such question. Section 10. Each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholders, but no proxy shall be voted or acted upon after three (3) years from its date unless the proxy provides for a longer period, and, except where the transfer books of the corporation have been closed or a date has been fixed as a record date for the determination of its shareholders entitled to vote, no share of stock shall be voted on at any election for the directors which has been transferred on the books of the corporation within twenty (20) days preceding such election of directors, Section 11. Any action required to or which may be taken at any annual or special meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted Prompt notice of the taking of the corporate action by the shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole Board shall be not less than one (1) nor more than seven (7). As of March 22, 1991, the Board shall consist of three (3) directors. Thereafter, within the limited above specified, the number of directors shall be determined by resolution of the Board of Directors or by the shareholders at the annual or a special meeting of the shareholders. Except for the election hold by the incorporators and except as provided in Section 2 and Section 14 of this Article, the directors shall hold office until such director's successor is elected and qualified, or until such director's earlier resignation or removal. Directors need not be shareholders. Section 2. Except as provided in Section 14 of this Article III, vacancies and newly created directorships resulting from any increase in the authorized numbers of directors by the directors may be filled by a majority of the directors then in office, though less than a quorum, and any director so chosen shall hold office until the next annual election and until such director's successor is duly elected and shall qualify, unless such director resigns or is removed. Section 3. The business of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and -3- things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders. Section 4. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the state of Oklahoma. Section 5. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board. Five (5) days' notice of all regular meetings shall be given, and such notice shall state the place, date, hour and the business to be transacted at and purpose of such meeting. Section 6. Special meetings of the Board may be called by the President on three (3) days' notice to each director either personally or by mail or by telegram. Special meetings shall be called by the President or Secretary in line manner and on like notice on the written request of two (2) directors unless the corporation has at that time less than three (3) directors, in which latter event the request of only one (1) director shall be required. Notice of any special meeting shall state the place, date, hour and the business to be transacted at and the purpose of such meeting. Section 7. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 8. The Board of Directors may, by resolution, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one (1) or more of the directors of the corporation, which, to the extent provided in the resolution, shall have any may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Section 9. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Section 10. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting. -4- Section 11. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee. Section 12. The directors may be paid their expenses, if any, of attendance at such meeting of the Board of Directors and may be paid a fixed sum for attendance at such meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing. committees may be allowed like compensation for attending committee meetings. Section 13. The Board of Directors at any time may, by affirmative vote of a majority of the members of the Board then in office, remove any officer elected or appointed by the Board of Directors for cause or without cause. Section 14. Any director may be removed, for cause or without cause, by a majority vote of the shareholders entitled to vote for the election of such director at any annual or special meeting of the shareholders. Upon such removal of a director, the shareholders (and not the remaining directors) shall elect a director to replace such removed director at the same shareholders' meeting at which such removal took place or at a subsequent shareholders' meeting. ARTICLE 1V NOTICES Section 1. Notices to directors and shareholders shall be in writing and delivered personally or mailed to the directors or shareholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice to directors may also be given by telegram. Notice by telegram shall be deemed to be given when delivered to the sending telegraph office. Section 2. Whenever any notice is required to be given under the provisions of law or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. ARTICLE V OFFICERS -5- Section 1. The officers of the corporation shall be chosen by the Board of Directors and shall, at a minimum, consist of a President and a Secretary. The Board of Directors may also choose additional officers, including a Chairman or Vice-Chairman of the Board of Director's one or more Vice-Presidents who may be classified by their specific function, a Secretary, a Treasurer and one or more Assistant Secretaries and Assistant Treasurers. Two or more offices may be held by the same person, except the offices of President and Secretary. Section 2. The Board of Directors at its first meeting and after each annual meeting of shareholders shall choose a President and a Secretary, and may choose such other officers and agents as it shall deem necessary. Section 3. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors. Section 4. The officers of the corporation shall hold office until their successors are chosen and qualify, until their earlier resignation or removal. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors. Section 5. The Chairman, or, in the absence of the Chairman, a Vice- Chairman of the Board of Directors, if chosen, shall preside at all meetings of the Board of Directors, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 6. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and, unless a Chairman or Vice- Chairman of the Board has been chosen, at all meetings of the Board of Directors, and shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors, are carried into effect. Section 7. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. Section 8. The Vice-President of if there shall be more than one, the Vice- Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 9. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all proceedings of the meetings of the corporation and the Board of Directors in a book to be kept f or that purpose and shall perform like duties for -6- the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholder and regular and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. Additionally, the Secretary shall have custody of the corporation seal of the corporation, and the Secretary or an Assistant Secretary, shall have the authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by the Secretary's signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by the Secretary's signature. Section 10. The Assistant Secretary, of if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors from time to time prescribed. Section 11. The Treasurer, if one is chosen or, if not, the Secretary, shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. Section 12. The Treasurer, if one is chosen or, if not, the Secretary, shall disburse the funds of the corporation as may be ordered by the Board of Directors taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions performed by the Treasurer (or Secretary , as the case may be) and of the financial condition of the corporation. Section 13. If required by the Board of Directors, the Treasurer, if one is chosen or, if not, the Secretary shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performances of the duties of the office of a treasurer and for the restoration to the corporation, in case of the Treasurer's (or Secretary's as the case may be) death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer (or Secretary, as the case may be) belonging to the corporation. Section 14. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. -7- ARTICLE V1 CERTIFICATES OF STOCK, TRANSFERS OF STOCK CLOSING OF TRANSFER BOOKS AND REGISTERED SHAREHOLDERS Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of, the corporation by the Chairman of Vice-chairman of the Board of Directors, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owed by the shareholder in the corporation. Section 2. Any or all the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issues, it may be issued by the corporation with the same effect as if the person who signed the certificate was such officer, transfer agent or registrar at the date of issue. Section 3. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner's legal representative, advertise the same in such manner as the corporation shall require and/or to give the corporation a bond in such sum as the corporation may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 4. Subject to transfer restrictions permitted by Section 1055 of Title 18 of the Oklahoma Statutes and to stop transfer orders directed in good faith by the corporation to any transfer agent to prevent possible violations of federal or state securities laws, rules or regulations, upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the hold certificate and record the transaction upon its books. Section 5. The Board of Directors may fix a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any meeting of shareholders, nor more than sixty (60) days prior to the time for the other action hereinafter described, as of which there shall be determined the shareholders who are entitled: to notice of or to vote at any meeting of shareholders or any adjournment thereof; to express consent to -8- corporate action in writing without a meeting; to receive payment of any dividend or other distribution or allotment of any rights; or to exercise any rights with respect to any change, conversion or exchange of stock or with respect to any other lawful action. Section 6. The corporation shall be entitled to treat the person in whose name any share of stock is registered on the books of the corporation as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim or other interest in such shares in the part of any other person, whether or not the corporation shall have express or other notice thereof. ARTICLE VII GENERAL PROVISIONS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the corporation's capital stock. Section 2. There may be set apart out of any of the funds of the corporation available for dividends such amounts as the Board of Directors deems proper as a reserve or reserves for working capital, depreciation, losses in value, or for any other proper corporate purpose, and the Board of Directors may increase, decrease or abolish any such reserve in the manner in which it was created. Section 3. The Board of Directors shall present at each annual meeting and at any special meeting of the shareholders when called for by vote of the shareholders, a full and clear statement of the business and condition of the corporation. Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 5. The fiscal year of the corporation shall be as fixed by the Board of Directors. Section 6. The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by the Assistant Secretary or Assistant Treasurer. The seal may be used by causing it , or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. -9- Section 7. The books of account and other records of the corporation may be kept (subject to any provisions of Oklahoma law) at the principal place of business and chief executive office of the corporation. ARTICLES VIII INDEMNIFICATION OF OFFICER, DIRECTORS, EMPLOYEES AND AGENTS To the extent and in the manner permitted by the laws of the State of Oklahoma and specifically as is permitted under Section 1031 of Title 18 of the Oklahoma Statutes, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement. ARTICLE IX AMENDMENTS The Bylaws may be amended or repealed, or new bylaws may be adopted, by the shareholders or by the Board of Directors at any regular meeting of the shareholders or of the Board of Directors, or at any special meeting of the shareholders or of the Board of Directors if notice of such amendment, repeal, or adoption of new bylaws be contained in the notice of such special meeting. APPROVED AND RATIFIED as of this 22nd day of March, 1991, by the undersigned, constituting all of the directors (whether one or more) of the corporation. ----------------------------- Director ----------------------------- Director ----------------------------- Director -10- EX-3.65 59 EXHIBIT 3.65 EXHIBIT 3.65 CERTIFICATE OF INCORPORATION OF SUPERIOR KY LICENSE CORP. I. NAME. The name of the corporation is "Superior KY License Corp. (hereinafter referred to as the "Corporation"). II. ADDRESS. The address of the Corporation's registered office in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware 19805. The name of its registered agent at such address is The Corporation Service Company. III. PURPOSE. The purpose of Corporation is to engage in any lawful acts or activities for which corporations may be organized under the General Corporation Law of the State of Delaware and to possess and employ all powers and privileges now or hereafter granted or available under the laws of the State of Delaware to such corporations. IV. AUTHORIZED CAPITAL. The total number of shares of stock which the corporation shall have authority to issue is 1000 shares of Common Stock of the par value of $0.001 per share. V. INCORPORATOR: The name and mailing address of the incorporator are: John C. Rodney, Kirkpatrick & Lockhart, 1500 Oliver Building, Pittsburgh, PA 15222. VI. INITIAL BOARD: The name of the individuals who shall compose the initial board of directors are Albert M. Holtz, Gary J. Zentner, Kevin J. McGinty, Michael Wagner, and David Hillman. VII. EXISTENCE. The corporation is to have perpetual existence. VIII. BY-LAWS: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the By-laws of the corporation. IX. MEETINGS OF STOCKHOLDERS: Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. X. AMENDMENT: The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. XI. INDEMNIFICATION. The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, each director or officer of the Corporation or its Subsidiaries who is made a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorney's fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Expenses (including attorneys' fees) incurred in defending an action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, to the fullest extent and under the circumstances permitted by Delaware law. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Corporation or its Subsidiaries against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify against such liability under the provisions of this Article VII. The rights conferred by this Article shall not be exclusive of any other rights to which those indemnified may be entitled under this Certificate of Incorporation, any by-law, agreement, vote of stockholders or disinterested directors, statute, or otherwise, and shall inure to the benefit of their heirs, executors, and administrators. The provisions of this Article shall not be deemed to preclude the Corporation from indemnifying other persons from similar or other expenses and liabilities as the Board of Directors or the stockholders may determine in a specific instance or by resolution of general application. Any repeal or modification of this Article by the stockholders of the Corporation shall not adversely affect any right or protection existing at the time of such repeal or modification to which any person may be entitled under this Article. For the purposes of this Article, the term "authorized representative" shall mean a director or officer of the Corporation or of any subsidiary of the Corporation or person who is or was, at the request of the Corporation, serving another corporation, partnership, joint venture, trusts, association, or other entity as a director, officer, or partner, or in any position of similar managerial or fiduciary position, or as an employee or agent. XII. LIABILITY. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a directory, provided, however, that this provision shall not limit liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for violations of Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law hereafter is amended to further eliminate or limit the liability of a director, than a director of the Corporation, in addition to the circumstances in which a director is not personally liable as set -2- forth in the preceding sentence, shall be liable to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this Article VIII by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. XIII. TRANSACTIONS WITH DIRECTORS, ETC. The Corporation shall have authority, to the fullest extent now or hereafter permitted by the General Corporation Law of the State of Delaware, or by any other applicable law, to enter into any contract or transaction with one or more of its directors or officers, or with any corporation, partnership, joint venture, trust, association, or other entity in which one or more of its directors or officers are directors or officers, or have a financial interest, notwithstanding such relationships and notwithstanding the fact that the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction. XIV. COMPROMISE OR ARRANGEMENT. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. XV. SECTION 203. The Corporation shall not be subject to the provision of Section 203 of the Delaware General Corporation Law. I, the undersigned, the sole incorporator of the Corporation, have accordingly hereunto set my hand. Executed this 30th day of November, 1993. /s/ John C. Rodney ----------------------------- John C. Rodney Incorporator -3- EX-3.66 60 EXHIBIT 3.66 EXHIBIT 3.66 BY - LAWS OF SUPERIOR KY LICENSE CORP. ADOPTED: December 6, 1993 BY - LAWS OF SUPERIOR KY LICENSE CORP. TABLE OF CONTENTS Page ARTICLE I MEETINGS OF STOCKHOLDERS.....................................1 Section 1.1. Place of Meetings............................................1 Section 1.2. Annual Meetings..............................................1 Section 1.3. Special Meetings.............................................1 Section 1.4. Notice of Meetings...........................................1 Section 1.5. Record Date..................................................1 Section 1.6. Informal Action..............................................2 ARTICLE II DIRECTORS....................................................2 Section 2.1. Powers of Directors..........................................2 Section 2.2. Number, Election, and Term of Office.........................2 Section 2.3. Vacancies....................................................2 Section 2.4. Meetings of Directors........................................3 Section 2.5. Informal Action..............................................3 Section 2.6. Telephone Participation in Meetings..........................3 ARTICLE III OFFICERS.....................................................3 Section 3.1. Enumeration..................................................3 Section 3.2. Chairman.....................................................3 Section 3.3. President....................................................4 Section 3.4 Executive Vice President.....................................4 Section 3.5 Vice President...............................................4 Section 3.6. Secretary....................................................4 Section 3.7 Treasurer....................................................4 Section 3.8. Other Officers and Assistant Officers........................4 Section 3.9. Term and Compensation........................................5 ARTICLE IV INDEMNIFICATION..............................................5 Section 4.1. Directors and Officers.......................................5 Section 4.2. Payment of Expenses..........................................5 - i - Section 4.3. Permissive Indemnification and Advancement of Expenses....................................5 Section 4.4. Basis of Rights; Other Rights................................6 Section 4.5 Determination of Indemnification.............................6 Section 4.6 Insurance....................................................6 Section 4.7 Powers of the Board..........................................7 Section 4.8 Definition - Corporation.....................................7 Section 4.9 Definition - Authorized Representative.......................7 ARTICLE V SHARES OF CAPITAL STOCK......................................7 Section 5.1. Issuance of Stock............................................7 Section 5.2. Stock Certificates...........................................8 Section 5.3. Transfer of Stock............................................8 Section 5.4. Lost, Stolen, Destroyed, or Mutilated Certificates........................................8 Section 5.5. Regulations..................................................8 Section 5.6. Holders of Record............................................8 Section 5.7. Restriction on Transfer......................................8 ARTICLE VI GENERAL PROVISIONS...........................................8 Section 6.1. Corporate Seal...............................................9 Section 6.2. Fiscal Year..................................................9 Section 6.3. Authorization................................................9 Section 6.4. Financial Reports............................................9 Section 6.5. Effect of By-laws............................................9 ARTICLE VII AMENDMENTS......................................................9 - ii - BY - LAWS OF SUPERIOR KY LICENSE CORP. -------------------- ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders shall be held at such place within or without the State of Delaware as shall be designated by the Board of Directors or the person or persons calling the meeting. Section 1.2. Annual Meetings. The annual meeting of the stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held after the close of the Corporation's fiscal year on such date and at such time as shall be designated by the Board of Directors. Section 1.3. Special Meetings. Special meetings may be called at any time by the Chairman or the Board of Directors. Section 1.4. Notice of Meetings. A written notice stating the place, date, and hour of each meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by, or at the direction of, the Secretary or the person or persons authorized to call the meeting to each stockholder of record entitled to vote at such meeting, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, unless a greater period of time is required by law in a particular case. Section 1.5. Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.6. Informal Action. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE II DIRECTORS Section 2.1. Powers of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall exercise all powers that may be exercised or performed by the Corporation and that are not by statute, the Certificate of Incorporation or these By-laws directed to be exercised or performed by the stockholders. Section 2.2. Number, Election and Term of Office. The Board of Directors shall consist of not less than three and not more than six members. Directors need not be stockholders of the Corporation. The directors shall be elected by the stockholders at the annual meeting or any special meeting called for such purpose. Each director shall hold office until his or her successor shall be duly elected and qualified or until his or her earlier resignation or removal. A director may resign at any time upon written notice to the Corporation. Section 2.3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director. The occurrence of a vacancy which is not filled by action of the Board of Directors shall constitute a determination by the Board of Directors that the number of directors is reduced so as to eliminate such vacancy, unless the Board of Directors shall specify otherwise. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Section 2.4. Meetings of Directors. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors shall from time to time by resolution appoint; and no notice shall be required to be given of any such regular meeting, A special meeting of the Board of Directors may be called by the Chairman or any director by giving two (2) days, notice to each director by letter, telegram, telephone or other oral message. - 2 - Except as otherwise provided by these By-laws, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.5. Informal Action. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 2.6. Telephone Participation in Meetings. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting. ARTICLE III OFFICERS Section 3.1. Enumeration, The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chairman, President (if elected by the Board), Executive Vice President, such number of Vice Presidents (if any) as the Board of Directors shall from time to time elect, a Secretary, a Treasurer, and such other officers (if any) as the Board of Directors shall from time to time elect. The Board of Directors may at any time elect one of its members as Chairman of the Board of the Corporation, who shall preside at meetings of the Board of Directors and of the stockholders and shall have such powers and perform such duties as shall from time to time be prescribed by the Board of Directors. Any two or more offices may be held by the same person. Section 3.2. Chairman. The Chairman shall be the chief executive officer of the Corporation, and shall have general and active charge and control over the business and affairs of the Corporation, subject to the Board of Directors. The Chairman shall preside at meetings of the Board of Directors and of the stockholders, The Chairman shall sign all certificates for shares of the capital stock of the Corporation. Section 3.3. President. The President shall perform such duties as are assigned by the Chairman. In the absence of the Chairman, the President shall preside at meetings of the Board of Directors and of the stockholders. The President may, together with the Secretary, execute on behalf of the Corporation any contract which has been approved by the Board of Directors. If the office of Chairman is vacant, the President shall have the duties of the Chairman. - 3 - Section 3.4 Executive Vice-President. The Executive Vice President shall be senior to the Vice President(s) and shall have all of the powers and perform all of the duties of the President during the absence or inability to act of the President. The Executive vice President shall also have such other powers and perform such other duties as shall from time to time be prescribed by the Board of Directors, the Chairman or the President. Section 3.5. Vice President, The Vice President or, if there shall be more than one, the Vice Presidents, in the order of their seniority unless otherwise specified by the Board of Directors, shall have all of the powers and perform all of the duties of the President during the absence or inability to act of the President and the Executive Vice President. Each Vice President shall also have such other powers and perform such other duties as shall from time to time be prescribed by the Board of Directors, the Chairman or the President. Section 3.6. Secretary. The Secretary shall record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose, and shall give notice as required by statute or these By-laws of all such meetings. The Secretary shall have custody of the seal of the Corporation and of all books, records, and papers of the Corporation, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by resolution of the Board of Directors. The Secretary shall also have such other powers and perform such other duties as are incident to the office of the secretary of a corporation or as shall from time to time be prescribed by, or pursuant to authority delegated by, the Board of Directors. Section 3.7. Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the Corporation in books belonging to the Corporation, shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, and shall also have such other powers and perform such other duties as are incident to the office of the treasurer of a corporation or as shall from time to time be prescribed by, or pursuant to authority delegated by, the Board of Directors. Section 3.8. Other Officers and Assistant Officers. The powers and duties of each other officer or assistant officer who may from time to time be chosen by the Board of Directors shall be as specified by, or pursuant to authority delegated by, the Board of Directors at the time of the appointment of such other officer or assistant officer or from time to time thereafter, In addition, each officer designated as an assistant officer shall assist in the performance of the duties of the officer to which he or she is assistant, and shall have the powers and perform the duties of such officer during the absence or inability to act of such officer. Section 3.9. Term and Compensation. Officers shall be elected by the Board of Directors from time to time, to serve at the pleasure of the Board. Each officer shall hold office until his or her successor is elected and qualified, or until his or her earlier resignation or - 4 - removal. The compensation of all officers shall be fixed by, or pursuant to authority delegated by, the Board of Directors from time to time. ARTICLE IV INDEMNIFICATION Section 4.1. Directors and Officers. The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, each director or officer (including each former director or officer) of the Corporation who was or is made a party to or witness in or is threatened to be made a party to or a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorneys, fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Section 4.2. Payment of Expenses. The Corporation shall pay expenses (including attorneys, fees and disbursements) incurred by a director or officer of the Corporation referred to in Section 4.1 hereof in defending or appearing as a witness in any civil or criminal action, suit or proceeding described in Section 4.1 hereof in advance of the final disposition of such action, suit or proceeding. The expenses incurred by such director or officer in his capacity as a director or officer of the Corporation shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding only upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts in advance if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation because he has not met the standard or conduct set further in the first sentence of Section 4.5 hereof. Section 4.3. Permissive Indemnification and Advancement of Expenses. The Corporation may, as determined by the Board of Directors from time to time, indemnify to the fullest extent now or hereafter permitted by law, any person who was or is a party to or a witness in or is threatened to be made a party to or a witness in, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Subject to Section 4.2 hereof, the Corporation may, as determined by the Board of Directors from time to time, pay expenses incurred by any such person by reason of his participation in an action, suit or proceeding referred to in this Section 4.3 in advance of the final disposition of such action, suit or proceeding. - 5 - Section 4.4. Basis of Rights; Other Rights. Each director and officer of the Corporation shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors, statute or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. Section 4.5 Determination of Indemnification. Any indemnification under this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the authorized representative is proper in the circumstances because such person has acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or its equivalent, shall not, or itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful. Section 4.6 Insurance. The Corporation shall purchase and maintain insurance on behalf of each director and officer against any liability asserted against or incurred by such director or officer in any capacity, or arising out of such director's or officer's status as such, whether or not the Corporation would have the power to indemnify such director or officer against such liability under the provisions of this Article. The Corporation shall not be required to maintain such insurance if it is not available on terms satisfactory to the Board of Directors or if, in the business judgment of the Board of Directors, either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (ii) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance. The Corporation may purchase and maintain insurance on behalf of any person referred to in Section 4.3 hereof against any liability asserted against or incurred by such person in any capacity, whether or not the Corporation would have the power to indemnify such persons against such liability under the provisions of this Article. Section 4.7 Rowers of the Board. The Board of Directors, without approval of the stockholders, shall have the power to borrow money on behalf of the Corporation, including the power to pledge the assets of the Corporation, from time to time to discharge the - 6 - Corporation's obligations with respect to indemnification, the advancement and reimbursement of expenses, and the purchase and maintenance of insurance referred to in this Article IV. Section 4.8 Definition - Corporation. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting corporation, and constituent corporation (including any constituent of a constituent) absorbed in consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its authorized representatives so that any person who is or was an authorized representative of such constituent corporation shall stand in the same position under this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. Section 4.9 Definition - Authorized Representative. For the purposes of this Article, the term "authorized representative" shall mean a director, officer, employee or agent of the Corporation or of any subsidiary of the Corporation, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Corporation or by any subsidiary of the Corporation, or a person serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Corporation. ARTICLE V SHARES OF CAPITAL STOCK Section 5.1. Issuance of Stock. Shares of capital stock of any class now or hereafter authorized, securities convertible into or exchangeable for such stock, or options or other rights to purchase such stock or securities may be issued or granted in accordance with authority granted by resolution of the Board of Directors. Section 5.2. Stock Certificates. Certificates for shares of the capital stock of the Corporation shall be in the form adopted by the Board of Directors, shall be signed by the President and by the Secretary or Treasurer, and may be sealed with the seal of the Corporation. All such certificates shall be numbered consecutively, and the name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation. Section 5.3. Transfer of Stock. Shares of capital stock of the Corporation shall be transferred only on the books of the Corporation, by the holder of record in person or by the holder's duly authorized representative, upon surrender to the Corporation of the certificate for such shares duly endorsed for transfer, together with such other documents (if any) as may be required to effect such transfer. - 7 - Section 5.4. Lost, Stolen, Destroyed, or Mutilated Certificates. New stock certificates may be issued to replace certificates alleged to have been lost, stolen, destroyed, or mutilated, upon such terms and conditions, including proof of loss or destruction, and the giving of a satisfactory bond of indemnity, as the Board of Directors from time to time may determine. Section 5.5. Regulations. The Board of Directors shall have power and authority to make all such rules and regulations not inconsistent with these By-laws as it may deem expedient concerning the issue, transfer, and registration of shares of capital stock of the Corporation. Section 5.6. Holders of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder and owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or right, title, or interest in, such share or shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. Section 5.7. Restriction on Transfer. A restriction on the hypothecation, transfer or registration of transfer of shares of the corporation may be imposed either by these By-laws or by an agreement among any number of stockholders or such holders and the corporation. No restriction so imposed shall be binding with respect to those securities issued prior to the adoption of the restriction unless the holders of such securities are parties to an agreement or voted in favor of the restriction. ARTICLE VI GENERAL PROVISIONS Section 6.1. Corporate Seal. The Corporation may adopt a seal in such form as the Board of Directors shall from time to time determine. Section 6.2. Fiscal Year. The fiscal year of the Corporation shall be as designated by the Board of Directors from time to time. Section 6.3. Authorization. All checks, notes, vouchers, warrants, drafts, acceptances, and other orders for the payment of moneys of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 6.4. Financial Reports. Financial statements or reports shall not be required to be sent to the stockholders of the Corporation, but may be so sent in the discretion of the Board of Directors, in which event the scope of such statements or reports shall be within the - 8 - discretion of the Board of Directors, and such statements or reports shall not be required to have been examined by or to be accompanied by an opinion of an accountant or firm of accountants. Section 6.5. Effect of By-laws. No provision in these By-laws shall vest any property right in any stockholders ARTICLE VII AMENDMENTS The authority to adopt, amend or repeal By-laws of the Corporation is expressly conferred upon the Board of Directors, which may take such action by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting duly convened after notice of that purpose, subject always to the power of the stockholders to adopt, amend or repeal By-laws. - 9 - EX-3.67 61 EXHIBIT 3.67 EXHIBIT 3.67 CERTIFICATE OF INCORPORATION OF SUPERIOR OK LICENSE CORP. I. NAME. The name of the corporation is "Superior OK License Corp." (hereinafter referred to as the "Corporation"). II. ADDRESS. The address of the Corporation's registered office in the State of Delaware is 1013 Centre Road, Wilmington New Castle County, Delaware 19805. The name of its registered agent at such address is The Corporation Service Company. III. PURPOSE. The purpose of Corporation is to engage in any lawful acts or activities for which corporations may be organized under the General Corporation Law of the State of Delaware and to possess and employ all powers and privileges now or hereafter granted or available under the laws of the State of Delaware to such corporations. IV. AUTHORIZED CAPITAL. The total number of shares of stock which the corporation shall have authority to issue is 1000 shares of Common Stock of the par value of $0.001 per share. VI. INCORPORATOR. The name and mailing address of the incorporator are: John C. Rodney, Kirkpatrick & Lockhart, 1500 Oliver Building, Pittsburgh, PA 15222. VI INITIAL BOARD. The names of the individuals who shall compose the initial board of directors are Albert M. Holtz, Gary J. Zentner, Kevin J, McGinty, Michael Wagner, and David Hillman. VII. EXISTENCE. The corporation is to have perpetual existence. VIII. BY-LAWS. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the By-laws of the corporation. IX. MEETINGS OF STOCKHOLDERS. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. X. AMENDMENT. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservations XI. INDEMNIFICATION. The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, each director or officer of the Corporation or its Subsidiaries who is made a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorney's fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Expenses (including attorneys' fees) incurred in defending an action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, to the fullest extent and under the circumstances permitted by Delaware law. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Corporation or its Subsidiaries against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify against such liability under the provisions of this Article VII. The rights conferred by this Article shall not be exclusive of any other rights to which those indemnified may be entitled under this Certificate of Incorporation, any by-law, agreement, vote of stockholders or disinterested directors, statute, or otherwise, and shall inure to the benefit of their heirs, executors, and administrators. The provisions of this Article shall not be deemed to preclude the Corporation from indemnifying other persons from similar or other expenses and liabilities as the Board of Directors or the stockholders may determine in a specific instance or by resolution of general application. Any repeal or modification of this Article by the stockholders of the Corporation shall not adversely affect any right or protection existing at the time of such repeal or modification to which any person may be entitled under this Article. For the purposes of this Article, the term "authorized representative shall mean a director or officer of the Corporation or of any subsidiary of the Corporation or person who is or was, at the request of the Corporation, serving another corporation, partnership, joint venture, trust, association, or other entity as a director, officers or partner, or in any position of similar managerial or fiduciary position, or as an employee or agent. XII. LIABILITY. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that this provision shall not limit liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for violations of Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law hereafter is amended to further eliminate or limit the liability of a director, then a director of the 2 Corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this Article VIII by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. XIII. TRANSACTIONS WITH DIRECTORS, ETC. The Corporation shall have authority, to the fullest extent now or hereafter permitted by the General Corporation Law of the State of Delaware, or by any ocher applicable law, to enter into any contract or transaction with one or more of its directors or officers, or with any corporation, partnership, joint venture, trust, association, or other entity in which one or more of its directors or officers are directors or officers, or have a financial interest, notwithstanding such relationships and notwithstanding the fact that the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction. XIV. COMPROMISE OR ARRANGEMENT. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall if sanctioned by the court to which the said application has. been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. XV. SECTION 203. The Corporation shall not be subject to the provisions of Section 203 of the Delaware General Corporation Law. 3 I, the undersigned, the sole incorporator of the Corporation, have accordingly hereunto set my hand. Executed this 30th day of November, 1993. /s/ John C. Rodney --------------------------- John C. Rodney Incorporator 4 EX-3.68 62 EXHIBIT 3.68 Exhibit 3.68 BY - LAWS OF SUPERIOR OK LICENSE CORP. ADOPTED: December 6, 1993 BY - LAWS OF SUPERIOR OK LICENSE CORP. TABLE OF CONTENTS Page ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1 Place of Meetings 1 Section 1.2. Annual Meetings 1 Section 1.3. Special Meetings 1 Section 1.4 Notice of Meetings 1 Section 1.5 Record Date 1 Section 1.6 Informal Action 2 ARTICLE II DIRECTORS 2 - ---------------------- Section 2.1 Power of Directors 2 Section 2.2 Number, Election, and Term of Office 2 Section 2.3 Vacancies 2 Section 2.4 Meetings of Directors 3 Section 2.5 Informal Action 3 Section 2.6 Telephone Participation in Meetings 3 ARTICLE III OFFICERS 3 Section 3.1 Enumeration 3 Section 3.2 Chairman 3 Section 3.3 President 4 Section 3.4 Executive Vice President 4 Section 3.5. Vice President 4 Section 3.6 Secretary 4 Section 3.7. Treasurer 4 Section 3.8 Other Officers and Assistant Officers 4 Section 3.9 Term and Compensation 5 ARTICLE IV INDEMNIFICATION 5 Section 4.1 Directors and Officers 5 Section 4.2 Payment of Expenses 5 Section 4.3. Permissive Indemnification and Advancement of Expenses 5 Section 4.4 Basis of Rights; Other Rights 6 Section 4.5 Determination of Indemnification 6 Section 4.6. Insurance 6 Section 4.7 Powers of the Board 7 Section 4.8 Definition - Corporation 7 Section 4.9. Definition - Authorized Representative 7 ARTICLE V SHARES OF CAPITAL STOCK 7 Section 5.1 Issuance of Stock 7 Section 5.2 Stock Certificates 7 Section 5.3 Transfer of Stock 8 Section 5.4. Lost, Stolen, Destroyed, or Mutilated Certificates 8 Section 5.5. Regulations 8 Section 5.6. Holders of Record 8 Section 5.7 Restriction on Transfer 8 ARTICLE VI GENERAL PROVISIONS 8 Section 6,1. Corporate Seal 8 Section 6.2. Fiscal Year 8 Section 6.3 Authorization 8 Section 6.4. Financial Reports 9 Section 6.5 Effect of By-laws 9 ARTICLE VII AMENDMENTS 9 BY - LAWS OF SUPERIOR OK LICENSE CORP. ----------------------------------------------------- ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders shall be held at such place within or without the State of Delaware as shall be designated by the Board of Directors or the person or persons calling the meeting. Section 1.2. Annual Meetings. The annual meeting of the stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held after the close of the Corporation's fiscal year on such date and at such time as shall be designated by the Board of Directors. Section 1.3. Special Meetings. Special meetings may be called at any time by the Chairman or the Board of Directors. Section 1.4. Notice of Meetings. A written notice stating the place, date, and hour of each meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by, or at the direction of, the Secretary or the person or persons authorized to call the meeting to each stockholder of record entitled to vote at such meeting, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, unless a greater period of time is required by law in a particular case. Section 1.5. Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.6. Informal Action. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE II DIRECTORS Section 2.1. Powers of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall exercise all powers that may be exercised or performed by the Corporation and that are not by statute, the Certificate of Incorporation or these By-laws directed to be exercised or performed by the stockholders. Section 2.2. Number, Election and Term of Office. The Board of Directors shall consist of not less than three and not more than six members. Directors need not be stockholders of the Corporation. The directors shall be elected by the stockholders at the annual meeting or any special meeting called for such purpose. Each director shall hold office until his or her successor shall be duly elected and qualified or until his or her earlier resignation or removal. A director may resign at any time upon written notice to the Corporation. Section 2.3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by, a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director. The occurrence of a vacancy which is not filled by action of the Board of Directors shall constitute a determination by the Board of Directors that the number of directors is reduced so as to eliminate such vacancy, unless the Board of Directors shall specify otherwise. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. 2 Section 2.4. Meetings of Directors. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors shall from time to time by resolution appoint; and no notice shall be required to be given of any such regular meeting. A special meeting of the Board of Directors may be called by the Chairman or any director by giving two (2) days, notice to each director by letter, telegram, telephone or other oral message, Except as otherwise provided by these By-laws, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.5. Informal Action. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 2.6. Telephone Participation in Meetings. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting. ARTICLE III OFFICERS Section 3.1. Enumeration. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chairman, President (if elected by the Board), Executive Vice President, such number of Vice Presidents (if any) as the Board of Directors shall from time to time elect, a Secretary, a Treasurer, and such other officers (if any) as the Board of Directors shall from time to time elect. The Board of Directors may at any time elect one of its members as Chairman of the Board of the Corporation, who shall preside at meetings of the Board of Directors and of the stockholders and shall have such powers and perform such duties as shall from time to time be prescribed by the Board of Directors. Any two or more offices may be held by the same person. Section 3.2. Chairman. The Chairman shall be the chief executive officer of the Corporation, and shall have general and active charge and control over the business and affairs of the Corporation, subject to the Board of Directors. The Chairman shall preside at meetings of the Board of Directors and of the stockholders. The Chairman shall sign all certificates for shares of the capital stock of the Corporation. 3 Section 3.3. President. The President shall perform such duties as are assigned by the Chairman. In the absence of the Chairman, the President shall preside at meetings of the Board of Directors and of the stockholders. The President may, together with the Secretary, execute on behalf of the Corporation any contract which has been approved by the Board of Directors. If the office of Chairman is vacant, the President shall have the duties of the Chairman. Section 3.4 Executive Vice-President. The Executive Vice President shall be senior to the Vice President(s) and shall have all of the powers and perform all of the duties of the President during the absence or inability to act of the President. The Executive Vice President shall also have such other powers and perform such other duties as shall from time to time be prescribed by the Board of Directors, the Chairman or the President. Section 3.5. Vice President. The Vice President or, if there shall be more than one, the Vice Presidents, in the order of their seniority unless otherwise specified by the Board of Directors, shall have all of the powers and perform all of the duties of the President during the absence or inability to act of the President and the Executive Vice President. Each Vice President shall also have such other powers and perform such other duties as shall from time to time be prescribed by the Board of Directors, the Chairman or the President. Section 3.6. Secretary. The Secretary shall record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose, and shall give notice as required by statute or these By-laws of all such meetings. The Secretary shall have custody of the seal of the Corporation and of all books, records, and papers of the Corporation, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by resolution of the Board of Directors. The Secretary shall also have such other powers and perform such other duties as are incident to the office of the secretary of a corporation or as shall from time to time be prescribed by, or pursuant to authority delegated by, the Board of Directors. Section 3.7. Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the Corporation in books belonging to the Corporation, shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, and shall also have such other powers and perform such other duties as are incident to the office of the treasurer of a corporation or as shall from time to time be prescribed by, or pursuant to authority delegated by, the Board of Directors. Section 3.8. Other Officers and Assistant Officers. The powers and duties of each other officer or assistant officer who may from time to time be chosen by the Board of Directors shall be as specified by, or pursuant to authority delegated by, the Board of Directors at the time of the appointment of such other officer or assistant officer or from time to time thereafter. In addition, each officer designated as an assistant officer shall assist in the 4 performance of the duties of the officer to which he or she is assistant, and shall have the powers and perform the duties of such officer during the absence or inability to act of such officer. Section 3.9. Term and Compensation. Officers shall be elected by the Board of Directors from time to time, to serve at the pleasure of the Board. Each officer shall hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal. The compensation of all officers shall be fixed by, or pursuant to authority delegated by, the Board of Directors from time to time. ARTICLE IV INDEMNIFICATION Section 4.1. Directors and Officers, The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, each director or officer (including each former director or officer) of the Corporation who was or is made a party to or witness in or is threatened to be made a party to or a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Section 4.2. Payment of Expenses. The Corporation shall pay expenses (including attorneys' fees and disbursements) incurred by a director or officer of the Corporation referred to in Section 4.1 hereof in defending or appearing as a witness in any civil or criminal action, suit or proceeding described in Section 4.1 hereof in advance of the final disposition of such action, suit or proceeding. The expenses incurred by such director or officer in his capacity as a director or officer of the Corporation shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding only upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts in advance if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation because he has not met the standard or conduct set further in the first sentence of Section 4.5 hereof. Section 4.3. Permissive Indemnification and Advancement of Expenses. The Corporation may, as determined by the Board of Directors from time to time, indemnify to the fullest extent now or hereafter permitted by law, any person who was or is a party to or a witness in or is threatened to be made a party to or a witness in, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or 5 proceeding. Subject to Section 4.2 hereof, the Corporation may, as determined by the Board of Directors from time to time, pay expenses incurred by any such person by reason of his participation in an action, suit or proceeding referred to in this Section 4.3 in advance of the final disposition of such action, suit or proceeding. Section 4.4. Basis of Rights: Other Rights. Each director and officer of the Corporation shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors, statute or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. Section 4.5 Determination of Indemnification. Any indemnification under this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the authorized representative is proper in the circumstances because such person has acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) quorum of disinterested Directors so directs, by independent legal counsel. in a written opinion, or (3) by the stockholders. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or its equivalent, shall not, or itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful. Section 4.6 Insurance. The Corporation shall purchase and maintain insurance on behalf of each director and officer against any liability asserted against or incurred by such director or officer in any capacity, or arising out of such director's or officer's status as such, whether or not the Corporation would have the power to indemnify such director or officer against such liability under the provisions of this Article. The Corporation shall not be required to maintain such insurance if it is not available on terms satisfactory to the Board of Directors or if, in the business judgment of the Board of Directors, either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (ii) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance. The Corporation may purchase and maintain insurance on behalf of any person referred to in Section 4.3 hereof against any liability asserted against or incurred by such person 6 in any capacity, whether or not the Corporation would have the power to indemnify such persons against such liability under the provisions of this Article. Section 4.7 Powers of the Board. The Board of Directors, without approval of the stockholders, shall have the power to borrow money on behalf of the Corporation, including the power to pledge the assets of the Corporation, from time to time to discharge the Corporation's obligations with respect to indemnification, the advancement and reimbursement of expenses, and the purchase and maintenance of insurance referred to in this Article IV. Section 4.8 Definition - Corporation. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting corporation, and constituent corporation (including any constituent of a constituent) absorbed in consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its authorized representatives so that any person who is or was an authorized representative of such constituent corporation shall stand in the same position under this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. Section 4.9 Definition - Authorized Representative. For the purposes of this Article, the term "authorized representative" shall mean a director, officer, employee or agent of the Corporation or of any subsidiary of the Corporation, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Corporation or by any subsidiary of the Corporation, or a person serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Corporation. ARTICLE V SHARES OF CAPITAL STOCK Section 5.1. Issuance of Stock. Shares of capital stock of any class now or hereafter authorized, securities convertible into or exchangeable for such stock, or options or other rights to purchase such stock or securities may be issued or granted in accordance with authority granted by resolution of the Board of Directors. Section 5.2. Stock Certificates. Certificates for shares of the capital stock of the Corporation shall be in the form adopted by the Board of Directors, shall be signed by the President and by the Secretary or Treasurer, and may be sealed with the seal of the Corporation. All such certificates shall be numbered consecutively, and the name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation. 7 Section 5.3. Transfer of Stock. Shares of capital stock of the Corporation shall be transferred only on the books of the Corporation, by the holder of record in person or by the holder's duly authorized representative, upon surrender to the Corporation of the certificate for such shares duly endorsed for transfer, together with such other documents (if any) as may be required to effect such transfer. Section 5.4. Lost, Stolen, Destroyed, or Mutilated Certificates. New stock certificates may be issued to replace certificates alleged to have been lost, stolen, destroyed, or mutilated, upon such terms and conditions, including proof of loss or destruction, and the giving of a satisfactory bond of indemnity, as the Board of Directors from time to time may determine. Section 5.5. Regulations, The Board of Directors shall have power and authority to make all such rules and regulations not inconsistent with these By-laws as it may deem expedient concerning the issue, transfer, and registration of shares of capital stock of the Corporation. Section 5.6. Holders of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder and owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or right, title, or interest in, such share or shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. Section 5.7. Restriction on Transfer. A restriction on the hypothecation, transfer or registration of transfer of shares of the corporation may be imposed either by these By-laws or by an agreement among any number of stockholders or such holders and the corporation. No restriction so imposed shall be binding with respect to those securities issued prior to the adoption of the restriction unless the holders of such securities are parties to an agreement or vote, in favor of the restriction. ARTICLE VI GENERAL PROVISIONS Section 6.1. Corporate Seal. The Corporation may adopt a seal in such form as the Board of Directors shall from time to time determine. Section 6.2. Fiscal Year. The fiscal year of the Corporation shall be as designated by the Board of Directors from time to time. Section 6.3. Authorization. All checks, notes, vouchers, warrants, drafts, acceptances, and other orders for the payment of moneys of the Corporation shall be signed by 8 such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 6.4 Financial Reports. Financial statements or reports shall not be required to be sent to the stockholders of the Corporation, but may be so sent in the discretion of the Board of Directors, in which event the scope of such statements or reports shall be within the discretion of the Board of Directors, and such statements or reports shall not be required to have been examined by or to be accompanied by an opinion of an accountant or firm of accountants. Section 6.5. Effect of By-laws. No provision in these By-laws shall vest any property right in any stockholder. ARTICLE VII AMENDMENTS The authority to adopt, amend or repeal By-laws of the Corporation is expressly conferred upon the Board of Directors, which may take such action by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting duly convened after notice of that purpose, subject always to the power of the stockholders to adopt, amend or repeal By-laws. 9 EX-3.75 63 EXHIBIT 3.75 EXHIBIT 3.75 ARTICLES OF INCORPORATION OF WDBB, INC. FIRST: I, Charles A. Borek, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: WDBB, INC. THIRD: The purposes for which the Corporation is formed and the business or object to be carried on and promoted by it are as follows: (a) to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies,, and trademarks, tradenames, and call letters regarding same; and (b) to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211, The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is 1,000 shares of common stock, par value $.01, all of one class of stock. SIXTH: The number of Directors of the Corporation shall be not less than three (3) nor more than twelve (12) ; provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) Director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of Directors may be less than three (3) but not less than the number of stockholders. The number of Directors may be increased or decreased pursuant to the By-laws of the Corporation, subject, however, to the above provisions. The names of the directors who shall act until the first annual meeting or until their successors are duly elected and qualified are: David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E, Smith. SEVENTH: The following provisions are hereby adopted for the purpose of defining, limiting, and regulating the powers of the Corporation and of the directors and stockholders: (a) the Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized; (b) the Corporation reserves the right f rom time to time to make any amendment of its Charter, nor or hereafter authorized by law, including any amendment which alters the contract rights, as set forth in its Charter, or any outstanding stock; (c) the Board of Directors of the Corporation may classify or reclassify any unissued stock by setting or changing in any one or more respects, from time to time before issuance of such stock, the preferences, conversion, or other rights, voting powers, restrictions and terms and conditions of redemption of such stock. The enumeration and definition of a particular power of the Board of Directors included in the foregoing shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of the Charter of the Corporation, or construed as or deemed by inference or otherwise in any manner to exclude or limit any power conferred upon the Board of Directors under the Maryland General Corporation Law now or hereafter in force. EIGHTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 25th day of September, 1995, and I acknowledge the same to be my act, /s/ Charles A. Borek -------------------- Charles A. Borek EX-3.76 64 EXHIBIT 3.76 Exhibit 3.76 BY-LAWS OF WDBB, INC. ARTICLE I STOCKHOLDERS 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business within the power of the Corporation. 2. Special Meeting. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President or by the majority vote of the Board of Directors. 3. Notice of Special Meeting. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written or printed notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to him personally or by leaving it at his residence or usual place of business, No business shall be transacted at a special meeting save that specially named in the notice. 4. Quorum. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the Stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5 Voting. Each share of common stock will be entitled to one vote. 6. Proxies. At all meetings of stockholders, a stockholder may vote the shares owned of record by him either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the 1 Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders, If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. Informal Action by Stockholders. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings: (i) a written notice of the contemplated action with verification that it has been sent to all stockholders at their last known address, and (ii) a written consent which sets forth the action and which is signed by the majority of stockholders entitled to vote. ARTICLE II DIRECTORS 1. General Powers. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. Number and Term of Office. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than twelve (12), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his successor shall be elected and shall qualify. 3 Fillings of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his successor, or until he shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his or their successors shall be elected. 2 Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any special meeting of stockholders regularly called for the purpose. 4. Place of Meeting. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of Maryland corporate Law. 5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. Special Meetings Special meetings of the Board of Directors shall be held whenever called by direction of the President or Vice-President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. Quorum. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporations Articles of Incorporation or by these By-laws. 8. Compensation of Directors. Directors shall not receive any stated salary for their services as such, but each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him in attending any regular or special meeting of the Board, and, by resolution of the Board of Directors, a fixed sum may also be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not an adjournment be had because of the absence of a 3 quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. 9. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10 Liability of Directors. A director shall perform his duties as a director, including his duties as a member of any Committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such persons professional or expert competence; or (c) a Committee of the Board upon which he does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. ARTICLE III OFFICERS 1. Number. The officers of the Corporation shall be President, Vice President, Secretary, and Treasurer, and such additional other officers, including a Chairman of the Board, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both 4 President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. Election and Tenure. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the Stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period (not to exceed one year), as the Board of Directors may fix or until his successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. Removal. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. Powers and Duties of the chairman of the Board. The chairman of the Board shall preside at all meetings of the Board of Directors unless, in his absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at any special meeting of the Board of Directors. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he shall be an ex officio member of all standing committees. 6. President. The President shall be the Chief Executive Officer of the Corporation and subject to the control of the Board of Directors. He shall, in general, supervise and administer the business and affairs of the Corporation. In general, the President shall have all the powers and shall perform all duties incident to the office of President as from time to time may be prescribed by the Board of Directors. The President may delegate any and all of his/her powers or responsibilities to his/her fellow officers. 7. Vice President. The Vice President shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President. The Vice President may sign and execute contracts and other obligations pertaining to the regular course of his duties. 8. Secretary The Secretary shall in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 5 9. Treasurer. The Treasurer shall have general charge of the financial affairs of the Corporation. He shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10 Other Officers. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation. 12. Special Appointments. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV COMMITTEES 1. Committees. From time to time, the Board of Directors may appoint from their own number any committee for any purpose which shall have such powers as shall be specified in the resolution of appointment. 2. Rules of Procedure. A majority of the members of any committee may fix its rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action and shall be subject to revision, alteration, and approval by the Board of Directors; provided, however, that no rights or acts of third parties shall be affected by any such revision or alteration. ARTICLE V ISSUE AND TRANSFER OF STOCK 1. Issue. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 6 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 3. Fixing Date f or Determination of Stockholders Rights. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. Stock Ledger. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE VI FISCAL POLICIES 1. Receipt of Funds. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. Receipt of Revenues. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. Fiscal Year. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. 7 ARTICLE VII SUNDRY PROVISIONS 1. Voting Upon Shares in Other Corporations. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or a proxy appointed by him. The Board of Directors, however, may by resolution appoint some other person to vote such shares upon the production of a certified copy of such resolution. 2. Execution of Documents. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. Amendments. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS 8 EX-3.81 65 EXHIBIT 3.81 EXHIBIT 3.81 CERTIFICATE OF INCORPORATION OF WLOS LICENSEE, INC. FIRST: The name of the corporation is WLOS Licensee, Inc. SECOND: The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks, and trade names call letters regarding same. 2. To engage in any lawful act or activity for which corporations my be organized under the General Corporation Law of the State of Delaware FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $.01 par value per share. FIFTH: The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P.O. Box 551, Wilmington, Delaware 19899. SIXTH: In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1. Election of Directors need not be by written ballot. - 1 - 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any clam of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors. and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH: Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its - 2 - stockholders for monetary, damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. - 3 - The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on April 23,1996. /s/ Siobhan Cameron ----------------------- Siobhan Cameron - 4 - CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF WLOS LICENSEE, INC. - -------------------------------------------------------------------------------- The Board of Directors of: WLOS LICENSEE, INC. a Corporation of the State of Delaware, on this 7th day of April, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is: 1013 Centro Road, in the City of Wilmington, in the County of New Castle, Delaware, 19805. The name of the Registered Agent therein and in charge thereof upon whom process against the Corporation may be served, is: CORPORATION SERVICE COMPANY. WLOS LICENSEE, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by J. Duncan Smith this 7th day of April A.D. 1997. /s/ J. Duncan Smith --------------------- Authorized officer - 5 - EX-3.82 66 EXHIBIT 3.82 EXHIBIT 3.82 BY-LAWS OF WLOS LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I STOCKHOLDERS Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by - 1 - proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of - 2 - stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. - 3 - Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE II BOARD OF DIRECTORS Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Section 2.2. Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a - 4 - majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. - 5 - ARTICLE III COMMITTEES Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV OFFICERS Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board-of Directors at any regular or special meeting. - 6 - Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V STOCK Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI INDEMNIFICATION Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' - 7 - fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VII MISCELLANEOUS Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. - 8 - Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if. (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. - 9 - EX-3.91 67 EXHIBIT 3.91 EXHIBIT 3.91 WSTR, INC. ARTICLES OF AMENDMENT AND RESTATEMENT THIS IS TO CERTIFY THAT: FIRST: The name of the corporation (which is hereafter referred to as the "Corporation") is: WSTR, INC. SECOND: The purpose for which the Corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by the Maryland General Corporation Law. THIRD: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street,, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FOURTH: The total number of shares of capital stock which the Corporation has authority to issue is 1,000 shares of common stock, par value $.01 per share, for an aggregate par value of $10.00, all of one class of stock. FIFTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. SIXTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action,, or failure to act, was, (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. 1 THIRD: The amendment to and restatement of the Charter of the Corporation, as hereinabove set forth, has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law. FOURTH: The address of the principal Office of the Corporation is 2000 W. 41st Street, Baltimore, Maryland 21211. FIFTH: The name and address of the Corporation's current resident agent as set forth in ARTICLE THIRD of the foregoing amendment and restatement of the charter are Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. SIXTH: The number of directors of the Corporation are as set forth in ARTICLE FIFTH of the foregoing amendment and restatement of the charter. The names of the two (2) directors who have been elected by the stockholders and who shall hold office until the next annual meeting of stockholders following the expiration of their current terms are David D. Smith and David B. Amy. SEVENTH: The undersigned President acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation; and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information, and belief, these matters and facts are true in all material respects, and that this statement is made under the penalties for perjury. EIGHTH: Prior to this amendment the total number of shares of all classes of stock which the corporation had authority to issue was 1,000 of a single Class of Common Stock having a par value of one cent ($.01) per share for a total aggregate par value of $10.00. THESE ARTICLES OF AMENDMENT AND RESTATEMENT DO NOT CHANGE THE NUMBER, CLASSIFICATION, VOTING RIGHTS, OR ANY OTHER TERMS AND CONDITIONS OF THE AUTHORIZED STOCK OF THE CORPORATION. IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in its name and on its behalf by its President and attested to by its Secretary on this 22nd day of April, 1996. WITNESS/ATTEST: WSTR, INC. /s/ J. Duncan Smith /s/ David D. Smith - ------------------------- ----------------------- J. Duncan Smith, David D. Smith Secretary President 2 ARTICLES OF INCORPORATION OF WSTR, INC. FIRST: I, Jason P. Pappas, whose post office address is 300 N. Charles Street, 5th Floor, Baltimore, Maryland 21201, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The names of the corporation (which is hereafter referred to as the "Corporation") is: WSTR, INC. THIRD: The purposes for which the Corporation is formed and the business or object to be carried on and promoted by it are as follows: (a) to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and trademarks, tradenames, and call letters regarding same; and (b) to do anything permitted by Section 2-103 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211 . The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 300 N. Charles Street, 5th Floor, Baltimore, Maryland 21201. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is 1,000 shares of common stock, par value $.01, all of one class of stock. SIXTH: (a) The number of directors of the Corporation which shall constitute the whole Board shall not be less than four (4) directors. The exact number of directors shall be fixed from time to time by the Board of Directors pursuant to Resolution adopted by a majority of the entire Board of Directors. The directors shall be divided into three (3) classes, as nearly in number as possible, with respect to the time for which they shall severally hold office. Directors of the first class chosen shall hold office for one year or until the first annual election following their election; directors of the second class chosen shall hold office for three (3) years or until the third annual election following their election; and directors of the third class chosen shall hold office for five (5) years or until the fifth annual election following their election; and in each case, until their successors to the class of directors whose term shall expire at that time shall be 3 elected to hold office for a term of five (5) years, so that the term of office of one class of directors shall expire in each year. Each director elected shall hold office until their successors shall be elected and shall qualify. (b) Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause shall be filled by a majority vote of the remaining directors, though less than a quorum, and the directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the successors shall be elected and qualify. (c) At any meeting of the stockholders called for the purpose, any director may, by a majority vote of all of the shares of stock outstanding and entitled to vote, be removed from office, but only for cause. (d) Notwithstanding anything contained in these Articles of Incorporation to the contrary, the affirmative vote of the holders of a majority of the shares of the Corporation entitled to vote for election of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article SIXTH. The names of the directors who shall act until the first annual meeting or until their successors are duly elected and qualified are: David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith. SEVENTH: The following provisions are hereby adopted for the purpose of defining, limiting, and regulating the powers of the Corporation and of the directors and stockholders: (a) the Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized; (b) the Corporation reserves the right from time to time to make any amendment of its Charter, nor or hereafter authorized by law, including any amendment which alters the contract rights, as set forth in its Charter, or any outstanding stock; (c) the Board of Directors of the Corporation may classify or reclassify any unissued stock by setting or changing in any one or more respects, from time to time before issuance of such stock, the preferences, conversion, or other rights, voting powers, restrictions and terms and conditions of redemption of such stock. The enumeration and definition of a particular power of the Board of Directors included in the foregoing shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of the Charter of the Corporation, or construed as or deemed by inference or otherwise in any manner to exclude or limit any power 4 conferred upon the Board of Directors under the Maryland General Corporation Law now or hereafter in force. EIGHTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. NINTH: The duration of the Corporation shall be perpetual. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 28th day of July, 1993, and I acknowledge the same to be my act. /s/ Jason P. Papppas -------------------------- Jason P. Pappas, Incorporator 5 EX-3.92 68 EXHIBIT 3.92 EXHIBIT 3.92 BY-LAWS OF WSTR, INC. ARTICLE I STOCKHOLDERS 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. Special Meeting. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. Notice of Special Meeting. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. Quorum. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5. Voting. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting - 1 - rights if so authorized by the Corporation's Charter. 6. Proxies. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. Informal Action by Stockholders. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. General Powers. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. Number and Term of Office. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. Fillings of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these - 2 - By-laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. Place of Meeting. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. Quorum. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-laws. 8. Compensation of Directors. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall - 3 - be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. Liability of Directors. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. - 4 - ARTICLE III OFFICERS 1. Number. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. Election and Tenure. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. Removal. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. Powers and Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. President. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. Vice President. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Executive Vice President may perform the duties and exercise the - 5 - powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 8. Secretary. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. Treasurer. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. Other Officers. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. Special Appointments. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1. Issue. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. - 6 - 3. Fixing Date for Determination of Stockholders Rights. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. Stock Ledger. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in 7 any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. Receipt of Funds. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. Receipt of Revenues. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. Fiscal Year. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1. Voting Upon Shares in Other Corporations. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. Execution of Documents. A person who holds more than one office in the - 7 - Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. Amendments. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS - 8 - EX-3.93 69 EXHIBIT 3.93 EXHIBIT 3.93 WSTR LICENSEE, INC. ARTICLES OF AMENDMENT AND RESTATEMENT THIS IS TO CERTIFY THAT: FIRST: WSTR LICENSEE, INC., a Maryland corporation (the "Corporation"), desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all of the provisions of the Charter currently in effect and as hereinafter amended: FIRST: The name of the corporation (which is hereafter referred to as the "Corporation") is: WSTR LICENSEE, INC. SECOND: The purpose for which the Corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by the Maryland General Corporation Law. THIRD: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FOURTH: The total number of shares of capital stock which the Corporation has authority to issue is 1,000 shares of common stock, par value $.01 per share, for an aggregate par value of $10.00, all of one class of stock. FIFTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7) , as may be designated from time to time by reso1ution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than (3) but not less than (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. SIXTH: No director or officer of the Corporation shall be liable to the corporation - 1 - or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was .(a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. THIRD: The amendment to and restatement of the Charter of the Corporation, as hereinabove set forth, has been duly advised by the Board of Directors and approved by the stockholders of the corporation as required by law. FOURTH: The address of the principal office of the Corporation is 2000 W. 41st Street, Baltimore, Maryland 21211. FIFTH: The name and address of the Corporation's current resident agent as set forth in ARTICLE THIRD of the foregoing amendment and restatement the charter are Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. SIXTH: The number of directors of the Corporation are as set forth in ARTICLE FIFTH of the foregoing amendment and restatement of the charter. The names of the two (2) directors who have been elected by the stockholders and who shall hold office until the next annual meeting of stockholders following the expiration of their current terms are David D. Smith and David B. Amy. SEVENTH: The undersigned President acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation; and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information, and belief, these matters and facts are true in all material respects, and that this statement is made under the penalties for perjury. EIGHTH: Prior to this amendment the total number of shares of all classes of stock which the corporation had authority to issue was 1,000 of a single Class of Common Stock having a par value of one cent ($.01) per share for a total aggregate par value of $10.00. THESE ARTICLES OF AMENDMENT AND RESTATEMENT DO NOT CHANGE THE NUMBER, CLASSIFICATION, VOTING RIGHTS, OR ANY OTHER TERMS AND CONDITIONS OF THE AUTHORIZED STOCK OF THE CORPORATION. - 2 - IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in its name and on its behalf by its President and attested to by its Secretary on this 22nd day of April, 1996. WITNESS/ATTEST: WSTR LICENSEE, INC. /s/ J. Duncan Smith By: /s/ David D. Smith (SEAL) - --------------------- -------------------- J. Duncan Smith, David D. Smith Secretary President - 3 - ARTICLES OF INCORPORATION OF WSTR LICENSEE, INC. FIRST: I, Charles A. Borek, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: WSTR LICENSEE, INC. THIRD: The purposes for which the Corporation is formed and the business or object to be carried on and promoted by it are as follows: (a) to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and trademarks, tradenames, and call letters regarding same; and (b) to do anything permitted by the Maryland General Corporat- ion Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is 1,000 shares of common stock, par value $.01, all of one class of stock. SIXTH: The number of Directors of the Corporation shall be not less than three (3) nor more than twelve (12); provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) Director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of Directors may be less than three (3) but not less than the number of stockholders. The number of Directors may be increased or decreased pursuant to the By-laws of the Corporation, subject, however, to the above provisions. The names of the directors who shall act until the first annual meeting or until their successors are duly elected and qualified are: David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith. SEVENTH: The following provisions are hereby adopted for the purpose of defining, - 1 - limiting, and regulating the powers of the Corporation and of the directors and stockholders: (a) the Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized; (b) the Corporation reserves the right from time to time to make any amendment of its Charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as set forth in its Charter, or any outstanding stock; (c) the Board of Directors of the Corporation may classify or reclassify any unissued stock by setting or changing in any one or more respects, from time to time before issuance of such stock, the preferences, conversion, or other rights, voting powers, restrictions and terms and conditions of redemption of such stock. The enumeration and definition of a particular power of the Board of Directors included in the foregoing shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of the Charter of the Corporation, or construed as or deemed by inference or otherwise in any manner to exclude or limit any power conferred upon the Board of Directors under the Maryland General Corporation Law now or hereafter in force. EIGHTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 11th day of December, 1995, and I acknowledge the same to be my act. /s/ Charles A. Borek ------------------------- Charles A. Borek - 2 - EX-3.94 70 EXHIBIT 3.94 EXHIBIT 3.94 BY-LAWS OF WSTR LICENSEE, INC ARTICLE I STOCKHOLDERS 1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. SPECIAL MEETING. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. QUORUM. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5. VOTING. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. - 1 - 6. PROXIES. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. INFORMAL ACTION BY STOCKHOLDERS. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. GENERAL POWERS. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. NUMBER AND TERM OF OFFICE. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. FILLINGS OF VACANCIES. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders - 2 - and thereafter until his, her or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. PLACE OF MEETING. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. QUORUM. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-laws. 8. COMPENSATION OF DIRECTORS. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in - 3 - attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. LIABILITY OF DIRECTORS. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. - 4 - ARTICLE III OFFICERS 1. NUMBER. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. ELECTION AND TENURE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. REMOVAL. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. VICE PRESIDENT. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or - 5 - disability of the President, the Executive Vice President may perform the duties and exercise the powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 8. SECRETARY. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. TREASURER. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. OTHER OFFICERS. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. SPECIAL. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. SPECIAL APPOINTMENTS. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1. ISSUE. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation - 6 - and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. RECEIPT OF REVENUES. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. FISCAL YEAR. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. - 7 - ARTICLE VI SUNDRY PROVISIONS 1. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. AMENDMENTS. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS - 8 - EX-3.95 71 EXHIBIT 3.95 Exhibit 3.95 ARTICLES OF INCORPORATION OF WSYX, INC. FIRST: I, Charles A. Borek, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: WSYX, INC. THIRD: The purpose for which the Corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the Corporation has authority to issue is one thousand (1,000) shares of common stock, par value $.01 per share, for an aggregate par value of ten dollars ($10.00), all of one class of stock. SIXTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The name of the directors who shall act until the first annual meeting or until their successor or successors are duly elected and qualified are David D. Smith and David B. Amy. SEVENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 22nd day of April 1996, and I acknowledge the same to be my act. /s/ Charles A. Borek -------------------------- Charles A. Borek EX-3.96 72 EXHIBIT 3.96 EXHIBIT 3.96 BY-LAWS OF WSYX, INC. ARTICLE I STOCKHOLDERS 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. Special Meeting. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. Notice of Special Meeting. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. Quorum. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. - 1 - 5. Voting. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. 6. Proxies. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. Informal Action by Stockholders. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. General Powers. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. Number and Term of Office. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. Filling of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her - 2 - successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his, her or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. Place of Meeting. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. Quorum. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum - 3 - shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Corporation's Charter or by these By-laws. 8. Compensation of Directors. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. Liability of Directors. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be - 4 - unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. ARTICLE III OFFICERS 1. Number. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. Election and Tenure. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. Removal. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. Powers and Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. President. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have - 5 - general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. Vice President. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Executive Vice President may perform the duties and exercise the powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 8. Secretary. The Secretary shall, in general, have all powers and perform all duties incident to the office of Secretary as may from time to time be prescribed by the Board of Directors. 9. Treasurer. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. Other Officers. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. Special Appointments. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. - 6 - ARTICLE IV ISSUE AND TRANSFER OF STOCK 1. Issue. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. 3. Fixing Date for Determination of Stockholders Rights. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. Stock Ledger. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. - 7 - ARTICLE V FISCAL POLICIES 1. Receipt of Funds. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. Receipt of Revenues. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. Fiscal Year. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1. Voting Upon Shares in Other Corporations. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. Execution of Documents. A person who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. Amendments. The Board of Directors shall have the power to make, amend, and repeal the By-Laws 'of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS - 8 - EX-3.109 73 EXHIBIT 3.109 EXHIBIT 3.109 WYZZ, INC. ARTICLES OF AMENDMENT AND RESTATEMENT THIS IS TO CERTIFY THAT: FIRST: WYZZ, INC., a Maryland corporation (the "Corporation"), desires to amend and restate its Charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all of the provisions of the Charter currently in effect and as hereinafter amended: FIRST: The name of the corporation (which is hereafter referred to as the "Corporation") is: WYZZ, INC. SECOND: The purpose for which the corporation is formed is to engage in the ownership and operation of television and radio broadcasting stations, to acquire, hold, own, license, sell, and otherwise deal in licenses and grants of authority issued by state and federal agencies, and the trademarks, tradenames, and call letters regarding same; and to engage in any other lawful business and to do anything permitted by the Maryland General Corporation Law. THIRD: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A, Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state, FOURTH: The total number of shares of capital stock which the Corporation has authority to issue is 1,000 shares of common stock, par value $.01 per share, for an aggregate par value of $10.00, all of one class of stock. FIFTH: The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. SIXTH: No director or officer of the Corporation shall be liable to the 1 Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. THIRD: The amendment to and restatement of the Charter of the Corporation, as hereinabove set forth, has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law. FOURTH: The address of the principal office of the Corporation is 2000 W. 41st Street, Baltimore, Maryland 21211. FIFTH: The name and address of the Corporation's current resident agent as set forth in ARTICLE THIRD of the foregoing amendment and restatement of the charter are Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. SIXTH: The number of directors of the Corporation are as set forth in ARTICLE FIFTH of the foregoing amendment and restatement of the charter. The names of the two (2) directors who have been elected by the stockholders and who shall hold office until the next Initial meeting of stockholders following the expiration of their current terms are David D. Smith and David B. Amy. SEVENTH: The undersigned President acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation; and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information, and belief, these matters and facts are true in all material respects, and that this statement is made tinder the penalties for perjury. EIGHTH: Prior to this amendment the total number of shares of all classes of stock which the corporation had authority to issue was 1,000 of a single Class of Common Stock having a par value of one cent ($.01) per share for a total aggregate par value of $10.00. THESE ARTICLES OF AMENDMENT AND RESTATEMENT DO NOT CHANGE THE NUMBER, CLASSIFICATION, VOTING RIGHTS, OR ANY OTHER TERMS AND CONDITIONS OF THE AUTHORIZED STOCK OF THE CORPORATION. 2 IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in its name and on its behalf by its President and attested to by its Secretary on this April, 1996. WITNESS/ATTEST: WYZZ, INC. /s/ J. Duncan Smith /s/ David D. Smith - ---------------------- ------------------------ J. Duncan Smith, David D. Smith, Secretary President 3 ARTICLES OF INCORPORATION OF WYZZ, INC. FIRST: I, Melissa A. Johnson, whose post office address is 100 Light Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under and virtue of the general laws of the State of Maryland. SECOND: The name of the corporation (which is hereafter referred to as the "Corporation") is: WYZZ, INC. THIRD: The purposes for which the Corporation is formed and the business or object to be carried on and promoted by it are as follows: (a) to own and operate television broadcasting stations and to engage in any other lawful purpose and business; and (b) to do anything permitted by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and post office address of the Resident Agent of the Corporation in this State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland 21202. Said resident agent is an individual actually residing in this state. FIFTH: The total number of shares of capital stock which the corporation has authority to issue is 1,000 shares of common stock, par value $.01, all of one class of stock. SIXTH: The number of Directors of the Corporation shall be not less than three (3) nor more than twelve (12) ; provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) Director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of Directors may be less than three (3) but not less than the number of stockholders. The number of Directors may be increased or decreased pursuant to the By-laws of the Corporation, subject, however, to the above provisions. The names of the directors who shall act until the first annual meeting or until their successors are duly elected and qualified are: David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith. SEVENTH: The following provisions are hereby adopted for the purpose of defining, limiting, and regulating the powers of the Corporation and of the directors and stockholders: 1 (a) the Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized; (b) the Corporation reserves the right from time to time to make any amendment of its Charter, nor or hereafter authorized by law, including any amendment which alters the contract rights, as set forth in its Charter, or any outstanding stock; (c) the Board of Directors of the Corporation may classify or reclassify any unissued stock by setting or changing in any one or more respects, from time to time before issuance of such stock, the preferences, conversion, or other rights, voting powers, restrictions and terms and conditions of redemption of such stock. The enumeration and definition of a particular power of the Board of Directors included in the foregoing shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of the Charter of the Corporation, or construed as or deemed by inference or otherwise in any manner to exclude or limit any power conferred upon the Board of Directors under the Maryland General Corporation Law now or hereafter in force. EIGHTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) that intentionally wrongful, willful, or malicious end, in each such case, was material to the cause of action adjudicated in the proceeding. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 4th day of January 1996, and I acknowledge the same to be my act. /s/ Melissa A. Johnson ------------------------- Melissa A. Johnson 2 EX-3.110 74 EXHIBIT 3.110 EXHIBIT 3.110 BY-LAWS OF WYZZ, INC, ARTICLE I STOCKHOLDERS 1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation shall be held at such time during May of each year as the Board of Directors shall, in their discretion, fix or on a date in such other month as the Board of Directors shall determine. The business to be transacted at the annual meeting shall include the election of directors, consideration and action upon the report of the President, and any other business which may properly come before the meeting. 2. SPECIAL MEETING. At any time in the intervals between annual meetings, a special meeting of the stockholders may be called by the President, the Chairman of the Board, or by the majority vote of the Board of Directors. 3. NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to the stockholder personally or by leaving it at the stockholder's residence or usual place of business. No business shall be transacted at a special meeting except that specially named in the notice. 4. QUORUM. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote threat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented without any notice other than by announcement at the meeting until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 5. VOTING. Each share of common stock will be entitled to one vote. The Corporation may issue other classes of stock from time to time with special or limited voting rights if so authorized by the Corporation's Charter. - 1 - 6. PROXIES. At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 7. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Maryland, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of the meeting shall be in Baltimore, Maryland. 8. INFORMAL ACTION BY STOCKHOLDERS. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings a written consent which sets forth the action and which is signed by all of the stockholders entitled to vote. ARTICLE II DIRECTORS 1. GENERAL POWERS. The property and business of the Corporation shall be managed by the Board of Directors of the Corporation. 2. NUMBER AND TERM OF OFFICE. ]The number of directors shall be three (3) or such other number, but not less than three (3) nor more than seven (7), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Provided, however, that (a) if at any time there is no stock outstanding, the Corporation may have less than three (3) but not less than one (1) director; and (b) if there is stock outstanding and there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify. 3. FILLING OF VACANCIES. ]In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of a director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto by an affirmative vote of the holders of a majority of the stock. Similarly and in the event of the number of directors being increased as provided in these By-laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his, - 2 - her or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at, any meeting of stockholders called for that purpose or at the annual meeting of stockholders. 4. PLACE OF MEETING. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland General Corporation Law. 5. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice, at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. 6. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or any Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors, by mailing the same at least two (2) days prior to the meeting, or by personal delivery, facsimile transmission, telegraphing or telephoning the same on the day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director is present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting. 7. QUORUM. ]A majority of the whole`number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be other-wise specifically provided by law or by the Corporation's Charter or by these By-laws. 8. COMPENSATION OF DIRECTORS. Directors may receive reasonable compensation for their services as such, as may be set from time to time by the Board, and each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board. In lieu of regular compensation, by - 3 - resolution of the Board of Directors, a fixed sum may be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not there is an adjournment because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, although the Board, by a majority vote thereof, may determine that director's fees provided for in this paragraph shall not be paid to directors who are also officers or other employees of the Corporation or may limit the director's fees paid to such officers or employees. 9. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. 10. LIABILITY OF DIRECTORS. A director shall perform his or her duties as a director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of the Board upon which he or she does not serve, duly designate in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a director of the Corporation. - 4 - ARTICLE III OFFICERS 1. NUMBER. The officers of the Corporation shall be President, Secretary, and Treasurer, and such additional other officers, including, but not limited to, a Chairman of the Board, a Chief Executive Officer, an Executive Vice President, and one or more Vice Presidents, as the Board of Directors, from time to time, may elect. More than one or all of the offices may be held by the same person; provided, however, that the same person shall not act as both President and Vice President. All officers shall serve until their successors are chosen and qualified or until their earlier resignation, removal from office, or death. 2. ELECTION AND TENURE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the, Board of Directors held after each annual meeting of the stockholders or as soon after such first meeting as may be convenient. Each officer shall hold office for such period, as the Board of Directors may fix or until his or her successor shall have been duly elected and shall have qualified. The Chairman of the Board and President shall be directors. 3. REMOVAL. Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. 5. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors unless, in his or her absence, the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the Chairman of the Board to preside at such meeting. The Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation, and he or she shall be an ex officio member of all standing committees. 6. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation under the direction and subject to the control of the Board of Directors (which direction shall be such as is customarily exercised over a chief executive officer). The President shall be responsible for the business, affairs, properties and operations of the Corporation and shall have general executive charge, management and control of the Corporation, with all such power and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. The President may delegate any and all of his or her powers or responsibilities to his or her fellow officers. 7. VICE PRESIDENT. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Executive Vice President may perform the duties and exercise the - 5 - powers of the President. In the absence or disability of the President or the Executive Vice President, any Vice President may perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. 8. SECRETARY. The Secretary shall, in general, have all powers and perform all duties incident to The office of Secretary as may from time to time be prescribed by the Board of Directors. 9. TREASURER. The Treasurer shall have general charge of the financial affairs of the Corporation. The Treasurer shall, in general, have all powers and perform all duties incident to the office of Treasurer as may from time to time be prescribed by the Board of Directors. 10. OTHER OFFICERS. Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time to time prescribe. 11. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary for services performed as an officer by reason of the fact that he or she is also a director of the Corporation. 12. SPECIAL APPOINTMENTS. In the absence or incapacity of any officer, or in the event of a vacancy in any office, the Board of Directors may designate any person to fill any such office pro tempore or for any particular purpose. ARTICLE IV ISSUE AND TRANSFER OF STOCK 1. ISSUE. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate shall be signed by the President or Vice President and countersigned by the Secretary or Treasurer, and shall be sealed with the corporate seal. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of lost, stolen, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on its stock transfer books by the holder of record thereof or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed to be the owner thereof for all purposes. - 6 - 3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or stockholders entitled to receive payment of any dividend or the allotment of any rights or in order to make a determination of stockholders for any other proper purpose. Only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. 4. STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock within or without the State of Maryland or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland. ARTICLE V FISCAL POLICIES 1. RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from individual or private or public corporations or governmental units shall be accepted by a majority vote of the directors and shall be deposited in appropriate banking accounts maintained by the Corporation. 2. RECEIPT OF REVENUES. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation. 3. FISCAL YEAR. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. ARTICLE VI SUNDRY PROVISIONS 1. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or associations registered in the name of the Corporation may be voted by the President or the Chairman of the Board or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares. 2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the - 7 - Corporation may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer, unless the Board of Directors expressly prohibits a person holding more than one office to act in more than one capacity. 3. AMENDMENTS. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of the Corporation by vote of a majority of all the directors at any regular or special meeting of the Board at which a quorum is present. END OF BY-LAWS - 8 - EX-3.111 75 EXHIBIT 3.111 Exhibit 3.111 CERTIFICATE OF INCORPORATION OF WYZZ LICENSEE, INC. FIRST. [The name of the corporation is WYZZ Licensee, Inc. SECOND. The address of its registered office in the State of Delaware, County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington, 19801. The name of its registered agent at such address is Delaware Corporate Management, Inc. THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is as follows: 1. To acquire, hold, own, license, sell, and otherwise deal in licenses, and grants of authority issued by State and Federal agencies and trademarks, and tradenames call letters regarding same. 2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock, $. 01 par value per share. FIFTH. The incorporator of the corporation is Siobhan Cameron, whose mailing address is One Rodney Square, P. 0. Box 551, Wilmington, Delaware 19899. - 1 - SIXTH. In furtherance and not in limitation of the powers conferred by statute, it is further provided: 1. Election of Directors need not be by written ballot. 2. The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation. SEVENTH. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of ally creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. - 2 - EIGHTH. Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation share be personally liable to the Corporation or its stockholders for monetary darnages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this Provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. NINTH. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has a agreed to serve, at the request of the Corporation, as a director, officer, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit, or proceeding, and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt - 3 - of an undertaking by the person indemnified to repay such payment if it is ultimately determine that such person is not entitled to indemnification under this Article. The Corporation shall not indemnify any such person seeking indemnification in accordance with a proceedings (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. TENTH. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. EXECUTED at Wilmington, Delaware, on January 5, 1996. /s/ Siobhan Cameron --------------------------- Siobhan Cameron - 4 - CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT OF WYZZ LICENSEE, INC. The Board of Directors of: WYZZ LICENSEE, INC. a corporation of the State of Delaware, on this ___ day of _____, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is: 1013 Centre Road, in the City of Wilmington, in the county of New Castle, Delaware 19805. The name of the Registered Agent therein and in charge thereof upon whom against the Corporation may be served, is: CORPORATION SERVICE COMPANY. WYZZ LICENSEE, INC. a Corporation of the State of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by ___________this ___ day of _________ 1997. /s/ J. Duncan Smith ------------------------- Authorized Officer - 5 - EX-3.112 76 EXHIBIT 3.112 Exhibit 3.112 BY-LAWS OF WYZZ LICENSEE, INC. - -------------------------------------------------------------------------------- ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed 1 for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these 2 by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they 3 shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1.10. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by die Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. 4 ARTICLE II Board of Directors Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Section 2.2. Election; Resignation; Removal Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. 5 Section 2.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. ARTICLE III Committees Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV Officers Section 4.1. Executive Officers Election: Qualifications: Term of Office; Resignation: Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected 6 and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V Stock Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. 7 ARTICLE VI Indemnification Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 6.2. Payment of Expenses. The corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NonExclusivily of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. 8 Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VII Miscellaneous Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorurn. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or 9 interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. 10 EX-5.1 77 EXHIBIT 5.1 August 29, 1997 Sinclair Broadcast Group, Inc. 2000 West 41st Street Baltimore, Maryland 21211 Re: Sinclair Broadcast Group, Inc. Exchange Offer Registration Statement on Form S-4 ----------------------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to Sinclair Broadcast Group, Inc. (the "Company"), a Maryland corporation in connection with the preparation and filing of a Registration Statement on Form S-4 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with the Securities and Exchange Commission (the "Commission") with respect to an exchange offer (the "Exchange Offer") pursuant to which the Company is offering to exchange up to $200,000,000 principal amount of its outstanding 9% Senior Subordinated Notes due 2007 (the "Old Notes") for a like principal amount of the Company's 9% Senior Subordinated Notes due 2007 that have been registered under the Securities Act (the "New Notes") and up to all of the joint and several guarantees of the Old Notes on a senior subordinated basis (the "Old Guarantees") by substantially all of the Company's subsidiaries (the "Guarantors") for joint and several guarantees of the New Notes on a senior subordinated basis (the "New Guarantees"; at times together with the "New Notes", the "New Securities") by the Guarantors of which New Guarantees have been registered under the Securities Act. The New Securities will be offered pursuant to an indenture, dated as of July 2, 1997 (the "Indenture"), by and among, the Company, the Guarantors and First Union National Bank of Maryland, as trustee. In so acting, we have examined originals or copies of the (1) the Registration Statement; (2) the Prospectus that is a part of the Registration Statement (the "Prospectus"); (3) the Indenture; and (4) the Registration Rights Agreement dated as of July 2, 1997 by and among, among others, the Company and the Initial Purchasers (as such term is defined therein) (the "Registration Rights Agreement"; collectively with the foregoing documents, the "Operative Documents"). We have also examined original, reproduced or certified copies of resolutions adopted by the Company's and the Guarantors' boards of directors and such other documents, corporate records, certificates of public officials, officers and representatives of the Company and the Guarantors and other instruments as we have deemed necessary or appropriate to render the opinions set forth below, and have considered such questions of law as we have deemed necessary to enable us to render the opinions expressed below. In our examination of documents and records, we have assumed, without investigation, the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as telecopied, certified, photostatic or reproduced copies and the authenticity of all such documents. We have also assumed, but not independently verified, that all documents executed by a party other than the Company or any respective subsidiaries thereof were duly and validly authorized, executed and delivered by such party, that such party has the requisite power and authority to execute, deliver and perform such agreements and other documents, and that such agreements and other documents are legal, valid and binding obligations of such party and enforceable against such party in accordance with their respective terms. With respect to questions of fact material to our opinion, we have relied with your consent, without independent inquiry or verification by us, solely upon (a) the representations and warranties and factual matters set forth in each of the Operative Documents, including any exhibits or schedules attached thereto, respectively, (b) written and oral representations of officers of the Company and the Guarantors and (c) certificates of public officials. We do not opine in any respect as to the accuracy of any such facts contained in items (a)-(c). We are members of the Bar of the District of Columbia and the State of Maryland. This opinion is limited to the laws of the United States of America, the District of Columbia, and the State of Maryland; provided, however, that "Applicable Law" includes only those laws that, in our experience, in transactions of the type provided for in the Registration Statement, and with respect to general business corporations engaged in regulated activities, are normally applicable to such transactions. Insofar as this opinion relates to the laws of any jurisdiction other than those jurisdictions subsumed within the definition of the Applicable Law, we have assumed with your consent, without any independent investigation, that the law of each such other jurisdiction is identical to the law of the District of Columbia. We express no opinion whatsoever as to any other laws or regulations or as to laws relating to choice of law or conflicts of law principles. Based upon the foregoing, subject to the assumptions, limitations and exceptions contained herein, and subject to the issuance by the Commission of an order declaring the Registration Statement effective and the taking by the Boards of Directors and the appropriate officers of the Company and Guarantors of all necessary actions to fix and approve the terms of the New Securities, we are of the opinion that when the New Notes, in the form filed as an exhibit to the Registration Statement, have been duly executed and authenticated in accordance with the Indenture and have been duly issued and delivered by the Company in exchange for an equal principal amount of Old Notes pursuant to the terms of the Indenture and the Registration Rights Agreement, the New Notes will be the legal and binding obligations of the Company and the New Guarantees will be the legal and binding obligations of the Guarantors, in each case enforceable against such party or parties in accordance with their terms except (a) as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights and remedies generally and (b) as such enforcement may be limited by general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity. The information set forth herein is as of the date hereof. We assume no obligation to advise you of changes which may thereafter be brought to our attention. Our opinions are based on statutory and judicial decisions in effect at the date hereof, and we do not opine with respect to any law, regulation, rule or governmental policy or decision which may be enacted determined or adopted after the date hereof, nor assume any responsibility to advise you of future changes in our opinions. This opinion is furnished by us, as special counsel to the Company, to you and is solely for your benefit in connection with the Exchange Offer. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. We also consent to any and all references to our firm under the caption "Legal Matters" in the Prospectus. This opinion may not be relied on by you for any other purpose or by any other person for any purpose without our written consent. Very truly yours, WILMER, CUTLER & PICKERING By: /s/ John B. Watkins -------------------------- John B. Watkins, a partner EX-5.2 78 EXHIBIT 5.2 Exhibit 5.2 August 29, 1997 Sinclair Broadcast Group, Inc. 2000 W. 41st Street Baltimore, MD 21211 RE: SINCLAIR BROADCAST GROUP, INC. EXCHANGE OFFER REGISTRATION STATEMENT ON FORM S-4 Ladies and Gentlemen: We have acted as counsel to Sinclair Broadcast Group, Inc. (the "Company"), a Maryland corporation in connection with the preparation of and filing of a Registration Statement on Form S-4 (the "Registration Statement") under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the "Commission") with respect to an exchange offer (the "Exchange Offer") pursuant to which the Company is offering to exchange up to $2,000,000.000 principal amount of its 9% Senior Subordinated Notes due 2007 (the "Old Notes") for a like principal amount of the Company's outstanding 9% Senior Subordinated Notes due 2007 (the "New Notes") and up to all of the joint and several guarantees of the Old Notes on a senior subordinated basis (the "Old Guarantees"; at times together with the Old Notes, the "Old Securities") by substantially all of the Company's subsidiaries (the "Guarantors") for joint and several guarantees of the New Notes on a senior subordinated basis (the "New Guarantees"; at times together with the New Notes, the "New Securities") by the Guarantors. The New Securities will be offered pursuant to an indenture, dated as of July 2, 1997 (the "Indenture"), by and among, the Company, the Guarantors and First Union National Bank of Maryland, as trustees. In so acting, we have examined originals or copies of (1) the Registration Statement; (2) the Prospectus that is a part of the Registration Statement (the "Prospectus"); (3) the Indenture; and (4) the Registration Rights Agreement dated as of July 2, 1997 by and between, among others, the Company and the Initial Purchasers (as such term is defined therein) (the Sinclair Broadcast Group, Inc. August 29, 1997 Page 2 "Registration Rights Agreement"; collectively with the foregoing documents, the "Operative Documents"). We have also examined original, reproduced or certified copies of resolutions adopted by the Company's and the Guarantors' boards of directors and such other documents, corporate records, certificates of public officials, officers and representatives of the Company and the Guarantors and other instruments as we have deemed necessary or appropriate to render the opinions set forth below, and have considered such questions of law as we have deemed necessary to enable us to render the opinions expressed below. In our examination of documents and records, we have assumed, without investigation, the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as telecopied, certified, photostatic or reproduced copies and the authenticity of all such documents. We have also assumed, but not independently verified, that all documents executed by a party other than the Company or any respective subsidiaries thereof were duly and validly authorized, executed and delivered by such party, that such party has the requisite power and authority to execute, deliver and perform such agreements and other documents, and that such agreements and other documents are legal, valid and binding obligations of such party and enforceable against such party in accordance with their respective terms. With respect to questions of fact material to our opinion, we have relied with your consent, without independent inquiry or verification by us, solely upon (a) the representations and warranties and factual matters set forth in each of the Operative Documents, including any exhibits or schedules attached thereto, respectively, (b) written and oral representations of officers of the Company and the Guarantors, and (c) certificates of public officials. We do not opine in any respect as to the accuracy of any such facts contained in items (a)-(c). We are members of the Bar of Maryland. This opinion is limited to the laws of the United States of America and the State of Maryland; provided, however, that "Applicable Law" includes only those laws that, in our experience, in transactions of the type provided for in the Registration Statement, and with respect to general business corporations engaged in regulated activities, are normally applicable to such transactions. Insofar as this opinion relates to the laws of any jurisdiction other than those jurisdictions subsumed within the definition of the Applicable Law, we have assumed with your consent, without any independent investigation, that the law of each such other jurisdiction is identical to the law of the State of Maryland. We express no opinion whatsoever as to any other laws or regulations or as to laws relating to choice of law or conflicts of law principles. Sinclair Broadcast Group, Inc. August 29, 1997 Page 3 Based upon the foregoing, subject to the assumptions, limitations and exceptions contained herein, and subject to the issuance by the Commission of an order declaring the Registration Statement effective and the taking by the Boards of Directors and the appropriate officers of the Company and Guarantors of all necessary actions to fix and approve the terms of the New Securities, we are of the opinion that when the New Notes, in the form filed as an exhibit to the Registration Statement, have been duly executed and authenticated in accordance with the Indenture and have been duly issued and delivered by the Company in exchange for an equal principal amount of Old Notes pursuant to the terms of the Indenture and the Registration Rights Agreement, the New Notes will be the legal and binding obligations of the Company and the New Guarantees will be the legal and binding obligations of the Guarantors, in each case enforceable against such party or parties in accordance with their terms except (a) as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights and remedies generally, and (b) as such enforcement may be limited by general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity. In the information set forth herein is as of the date thereof. We assume no obligation to advise you of changes which may thereafter be brought to our attention. Our opinions are based on statutory and judicial decisions in effect at the date hereof, and we do not opine with respect to any law, regulation, rule or governmental policy or decision which may be enacted, determined or adopted after the date hereof, nor assume any responsibility to advise you of future changes in our opinions. This opinion is furnished to you by us as counsel to the Company and is solely for your benefit in connection with the Exchange Offer. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. We also consent to any and all references to our firm under the caption "Legal Matters" in the Prospectus. This opinion may not be relied on by you for any other purpose or by any other person for any purpose without our written consent. Very truly yours, By: /s/ C. Wayne Davis ----------------------- THOMAS & LIBOWITZ, P.A. EX-8.1 79 EXHIBIT 8.1 EXHIBIT 8.1 August 29, 1997 Sinclair Broadcast Group, Inc. 2000 West 41st Street Baltimore, Maryland 21211 Dear Ladies and Gentlemen: We have acted as tax counsel to Sinclair Broadcast Group, Inc. ("Sinclair") in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-4 (the "Registration Statement") under the Securities Act of 1933, as amended, for the registration of the 9% Senior Subordinated Notes due 2007 (the "New Notes"), which are to be offered in exchange for outstanding 9% Senior Subordinated Notes due 2007 (the "Old Notes"). All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Prospectus which forms a part of the Registration Statement. We have examined such documents as we have deemed relevant for purposes of the opinion set forth herein. In our examination of such documents, we have assumed, without independent inquiry, the genuineness of all signatures, the proper execution of all documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the authenticity of the originals of any such copies, and the legal capacity of all natural persons. Based on and subject to the foregoing, it is our opinion that the discussion set forth in the Prospectus under the heading "Certain Federal Income Tax Consequences" constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the acquisition, ownership, and disposition of the New Notes under current law. Sinclair Broadcast Group, Inc. August 29, 1997 Page 2 The foregoing opinion is based on relevant provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations issued thereunder, court decisions, and administrative determinations as currently in effect, all of which are subject to change, prospectively or retroactively, at any time. We undertake no obligation to update or supplement this opinion to reflect any changes in laws that may occur after the date hereof. This opinion has been prepared solely for your use in connection with the filing of the Registration Statement and should not be quoted in whole or in part or otherwise be referred to, nor otherwise be filed with or furnished to any governmental agency or other person or entity, without our express prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein under the heading "Legal Matters" in the Prospectus. Very Truly Yours, WILMER, CUTLER & PICKERING By: /s/ Terrill A. Hyde ---------------------------------------- Terrill A. Hyde A Partner EX-23.1 80 EXHIBIT 23.1 EXHIBIT 23.1 [LETTERHEAD OF ARTHUR ANDERSEN LLP] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As Independent Public Accountants, we hereby consent to the use of our reports (and to all references to our Firm) included in or made a part of this Form S-4 Registration Statement under the Securities Act of 1933. Arthur Andersen LLP Baltimore, Maryland August 27, 1997 EX-23.2 81 EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT The Partners River City Broadcasting, L.P.: We consent to the incorporation by reference in the registration statement on Form S-4 of Sinclair Broadcast Group, Inc. of our report dated February 23, 1996 with respect to the consolidated balance sheets of River City Broadcasting, L.P. as of December 31, 1994 and 1995 and the related consolidated statements of operations, partners' capital (deficit), and cash flows for each of the years in the three-year period ended December 31, 1995 which report appears in the form 8-K/A of Sinclair Broadcast Group, Inc. dated May 9, 1996 and to the reference to our firm under the heading "Experts" in the prospectus. KPMG PEAT MARWICK LLP St. Louis, Missouri August 29, 1997 EX-23.3 82 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-4 of Sinclair Broadcast Group, Inc. (the "Company") of our report dated March 22, 1996 relating to the financial statements of Kansas City TV 62 Limited Partnership, which appears in the Company's Form 8-K dated May 9, 1996 (filed May 17, 1996). We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ Price Waterhouse LLP - --------------------- Price Waterhouse LLP Boston, Massachusetts August 27, 1997 EX-23.4 83 EXHIBIT 23.4 EXHIBIT 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-4 of Sinclair Broadcast Group, Inc. (the "Company") of our report dated March 22, 1996 relating to the financial statements of Cincinnati TV 64 Limited Partnership, which appears in the Company's Form 8-K dated May 9, 1996 (filed May 17, 1996). We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ Price Waterhouse LLP - --------------------- Price Waterhouse LLP Boston, Massachusetts August 27, 1997 EX-23.5 84 EXHIBIT 23.5 Exhibit 23.5 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated February 23, 1996, with respect to the financial statements of Superior Communication Group, Inc. included in the Registration Statement (Form S-4 No. 333-_________) and related Prospectus of Sinclair Broadcast Group, Inc. Ernst & Young LLP Pittsburgh, Pennsylvania August 27, 1997 EX-25 85 FORM T-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT FOR 1939, AS AMENDED, OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a trustee pursuant to Section 305(b) (2) _____ FIRST UNION NATIONAL BANK (Exact name of Trustee as specified in its charter) 230 SOUTH TRYON STREET, 9TH FL. CHARLOTTE, NC 28288-1179 56-0900030 (Address of principal (Zip Code) (I.R.S. Employer executive office) Identification No.) Patricia A. Welling, (804) 788-9663 901 E. Cary Street, Richmond, Virginia 23219 SINCLAIR BROADCAST GROUP, INC. (Exact name of obligor as specified in its charter) Delaware (State or other jurisdiction of 52-1494660 incorporation or organization) (I.R.S.Employer Identification No.) 2000 West 41st Street Baltimore, MD 21211 (Address of principal executive offices) (Zip Code) 9% SENIOR SUBORDINATED NOTES DUE 2007 (Title of the indenture securities) 1. GENERAL INFORMATION. (a) The following are the names and addresses of each examining or supervising authority to which the Trustee is subject: The Comptroller of the Currency, Washington, D.C. Federal Reserve Bank of Richmond, Richmond, Virginia. Federal Deposit Insurance Corporation, Washington, D.C. Securities and Exchange Commission, Division of Market Regulation, Washington, D.C. (b) The Trustee is authorized to exercise corporate trust powers. 2. Affiliations with obligor. The obligor is not an affiliate of the Trustee. 3. Voting Securities of the Trustee. Not applicable. (See answer to Item 13) 4. Trusteeships under other indentures. Not applicable. (See answer to Item 13) 5. Interlocking directorates and similar relationships with the obligor or underwriters. Not applicable. (See answer to Item 13) 6. Voting securities of the Trustee owned by the obligor or its officials. Not applicable. (See answer to Item 13) 7. Voting securities of the Trustee owned by underwriters or their officials. Not applicable. (See answer to Item 13) 8. Securities of the obligor owned or held by the Trustee. Not applicable. (See answer to Item 13) 9. Securities of underwriters owned or held by the Trustee. Not applicable. (See answer to Item 13) 10. Ownership or holdings by the Trustee of voting securities of certain affiliates or security holders of the obligor. Not applicable. (See answer to Item 13) 11. Ownership of holders by the Trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor. Not applicable. (See answer to Item 13) 12. Indebtedness of the obligor to the Trustee. Not applicable. (See answer to Item 13) 13. Defaults by the obligor. A. None B. None 14. Affiliations with the underwriters. Not applicable. (See answer to Item 13) 15. Foreign trustee. Trustee is a national banking association organized under the laws of the United States. 16. List of Exhibits. (1) Articles of Incorporation. (Incorporated by reference from Exhibit 25 to Registration 333-25575, filed June 5, 1997.) (2) Certificate of Authority of the Trustee to conduct business. (Incorporated by reference from Exhibit 25 to Registration 333-25575, filed June 5, 1997.) (3) Certificate of Authority of the Trustee to exercise corporate trust powers. (Incorporated by reference from Exhibit 25 to Registration 333-25575, filed June 5, 1997) (4) By-Laws. (Incorporated by reference from Exhibit 25 to Registration 333-25575, filed June 5, 1997.) (5) Inapplicable. (6) Consent by the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. Included at Page 6 of this Form T-1 Statement. (7) Report of condition of Trustee. (8) Inapplicable. (9) Inapplicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, FIRST UNION NATIONAL BANK, a national association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Richmond, and Commonwealth of Virginia on the 18th day of August, 1997. FIRST UNION NATIONAL BANK (Trustee) BY: /s/ Patricia A. Welling ------------------------------------- Patricia A. Welling, Vice President EXHIBIT T-1 (6) CONSENTS OF TRUSTEE Undersection 321(b) of the Trust Indenture Act of 1939 and in connection with the proposed issuance by Sinclair Broadcast Group, Inc. of its 9% Senior Subordinated Notes due 2007, First Union National Bank , as the Trustee herein named, hereby consents that reports of examinations of said Trustee by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor. FIRST UNION NATIONAL BANK BY: /s/ John M. Turner ------------------------------------- John M.Turner, Vice President and Managing Director Dated: August 18, 1997 ---------------
Legal Title of Bank: FIRST UNION NATIONAL BANK Call Date: 6/30/97 ST-BK: 37-0351 FFIEC 031 Address: TWO FIRST UNION CENTER Page RC-1 City, State Zip: CHARLOTTE, NC 28288-0201 FDIC Certificate No.: /0/4/8/8/5/
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1997 SCHEDULE RC--BALANCE SHEET Dollar Amounts in Thousands RCFD Bil Mil Thou - ------------------------------------------------------------------------------------------------------------------ ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin(1) ........................... 0081 4,473,562 1.a. b. Interest-bearing balances (2) ................................................... 0071 159,113 1.b. 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) ...................... 1754 1,303,183 2.a. b. Available-for-sale securities (from Schedule RC-B, column D) .................... 1773 7,934,740 2.b. 3. Federal funds sold and securities purchased under agreements to resell ............. 1350 2,305,347 3. 4. Loans and lease financing receivables: -------------------- a. Loans and leases, net of unearned income (from Schedule RC-C) 59,060,409 4.a. b. LESS: Allowance for loan and lease losses ................... 875,011 5. c. LESS: Allocated transfer risk reserve ....................... 0 6. -------------------- d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) .............................. 2125 58,185,398 4.d. 5. Trading assets (from Schedule RC-D) ................................................. 3545 2,298,398 5. 6. Premises and fixed assets (including capitalized leases) ............................ 2145 1,622,300 6. 7. Other real estate owned (from Schedule RC-M) ........................................ 2150 48,538 7. 8. Investments in unconsolidated subsidiaries and associated companies(from Schedule RC-M) 2130 74,680 8. 9. Customers' liability to this bank on acceptances outstanding ........................ 2155 643,693 9. 10. Intangible assets (from Schedule RC-M)............................................... 2143 1,469,446 10. 11. Other assets (from Schedule RC-F) ................................................... 2160 3,381,292 11. 12. Total Assets (sum of items 1 through 11) ............................................ 2170 83,899,690 12. ---- ----------
- ------------ (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. Legal Title of Bank: FIRST UNION NATIONAL BANK Call Date: 6/30/97 ST-BK: Address: TWO FIRST UNION CENTER 37-0351 FFIEC 031 City, State Zip: CHARLOTTE, NC 28288-0201 Page RC-2 FDIC Certificate No.: /0/4/8/8/5/ SCHEDULE RC--CONTINUED
Dollar Amounts in Thousands Bil Mil Thou - ----------------------------------------------------------------------------------------------------------------------------------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) part I) ................................................................................ ------------------------- RCON 2200 50,765,146 13.a. (1) Noninterest-bearing (1) .................................. RCON 6631 12,216,938 13.a.(1) (2) Interest-bearing ......................................... RCON 6636 38,548,208 13.a.(2) ------------------------- b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E part II) ...................................................... ------------------------- RCFN 2200 7,831,207 13.b. (1) Noninterest-bearing ...................................... RCFN 6631 0 (2) Interest-bearing ......................................... RCFN 6636 7,831,207 13.b.(1) ------------------------- 14. Federal funds purchased and securities sold under agreements to repurchase ................ RCFD 2800 10,011,148 14. 15. a. Demand notes issued to the U.S. Treasury ............................................... RCON 2840 211,051 15.a. b. Trading liabilities (from Scheudle RC-D) ............................................... RCFD 3548 2,297,315 15.b. 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): a. With a remaining maturity of one year or less .......................................... RCFD 2332 2,202,979 16.a. b. With a remaining maturity of more than one year through three years..................... RCFD A547 524,062 16.b c. With a remaining maturity of more than three years. .................................... RCFD A548 22,062 16.c. 17. Not applicable 18. Bank's liability on acceptances executed and outstanding .................................. RCFD 2920 643,693 18. 19. Subordinated notes and debentures (2) ..................................................... RCFD 3200 1,899,753 19. 20. Other liabilities (from Schedule RC-G) .................................................... RCFD 2930 1,475,586 20. 21. Total liabilities (sum of items 13 through 20) ............................................ RCFD 2948 77,884,002 21. 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus ............................................. RCFD 3838 0 23. 24. Common stock .............................................................................. RCFD 3230 82,795 24. 25. Surplus (exclude all surplus related to preferred stock) .................................. RCFD 3839 3,709,471 25. 26. a. Undivided profits and capital reserves ................................................. RCFD 3632 2,191,564 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities ................. RCFD 8434 31,858 26.b 27. Cumulative foreign currency translation adjustments ....................................... RCFD 3284 0 27. 28. Total equity capital (sum of items 23 through 27) ......................................... RCFD 3210 6,015,688 28. 29. Total liabilities and equity capital (sum of items 21 and 28) ............................. RCFD 3300 83,899,690 29. ---------- ----------
Memorandum TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION. I. Indicated in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external Number ---------------------------------- auditors as of any date during 1996 ....................................................... RCFD 6724 N/A M.1. ----------------------------------
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other with genrally accepted auditing standards by a certified external auditors (may be required by state chatering public accounting firm which submits a report on the bank authority) 2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external conducted in accordance with generally accepted auditing auditors stamdards by certified public accounting firm which 6 = Compilation of the bank's financial statements by external submits a report on the consolidated holding company auditors 3 = Directors' examination of the bank conducted in 7 = Other audit procedures (excluding tax preparation work) accordance with genrally accepted auditing standards 8 = No external audit work state chartering authority)
- ---------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. I, Gary R. Sessions, Vice President of the above-named bank do hereby declare that these Reports of Condition and Income (including the supporting scehdules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowldege and belief. Gary R. Sessions We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. Edward E. Crutchfield John Georgius Marion Crowell EX-99.1 86 EXHIBIT 99.1 LETTER OF TRANSMITTAL [GRAPHIC OMITTED] Offer To Exchange Sinclair Broadcast Group, Inc.'s 9% Senior Subordinated Notes due 2007 That Have Been Registered Under the Securities Act of 1933 For Any and All of Sinclair Broadcast Group, Inc.'s Outstanding Sinclair Broadcast Group, Inc.'s 9% Senior Subordinated Notes due 2007 Pursuant to the Prospectus Dated _____, 1997 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _____ , 1997, UNLESS THE EXCHANGE OFFER IS EXTENDED. THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: First Union National Bank BY MAIL, HAND BY FACSIMILE TRANSMISSION: TO CONFIRM BY TELEPHONE OR OVERNIGHT DELIVERY: (704) 590-7628 OR FOR INFORMATION: First Union National Bank Michael Klotz: Customer Information Center (704) 590-7408 Corporate Trust Department 1525 W. W.T. Harris Blvd. - 3C3 Charlotte, NC 28262-1153 Attn: Michael Klotz
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE SAME MEANING GIVEN THEM IN THE PROSPECTUS (AS DEFINED BELOW). This Letter of Transmittal is to be completed by holders of Old Notes (as defined below) either if Old Notes are to be forwarded herewith or if tenders of Old Notes are to be made by book-entry transfer to an account maintained by First Union National Bank (the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange Offer -- Procedures for Tendering Old Notes" in the Prospectus. Holders of Old Notes whose certificates (the "Certificates") for such Old Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date (as defined in the Prospectus) or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer -- Procedures for Tendering Old Notes" in the Prospectus. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. --------------------- 2 Please list below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, please list the certificate numbers and Aggregate Principal Amounts on a separately executed schedule and affix the schedule to this Letter of Transmittal.
DESCRIPTION OF NOTES TENDERED AGGREGATE PRINCIPAL NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S), AGGREGATE PRINCIPAL AMOUNT OF OLD EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) CERTIFICATE AMOUNT OF NOTES TENDERED (PLEASE FILL IN, IF BLANK) NUMBER(S)* OLD NOTES DELIVERED FOR EXCHANGE**
* Need not be completed by book-entry holders. Such holders should check the appropriate box below and provide the requested information. ** Need not be completed if tendering for exchange all Old Notes delivered to the Exchange Agent. All Old Notes delivered shall be deemed tendered unless a lesser number is specified in this column. The minimum permitted tender is $1,000 in principal amount of Old Notes. All other tenders must be in integral multiples of $1,000 of principal amount. 3 TENDER OF OLD NOTES - -------------------------------------------------------------------------------- [ ] Check here if tendered Old Notes are enclosed herewith. [ ] Check here if tendered Old Notes are being delivered by book-entry transfer made to the account maintained by the Exchange Agent at DTC and complete the following: Name of Tendering Institution:_____________________________________________ DTC Account Number:_______________________________________________________ Transaction Code Number:___________________________________________________ [ ] Check here if tendered Old Notes are being delivered pursuant to a Notice of Guaranteed Delivery previously delivered to the Exchange Agent. In such case, please enclose a photocopy of the Notice of Guaranteed Delivery and complete the following: Name of Registered Note Holders(s):________________________________________ Window Ticket Number (if any):_____________________________________________ Date of Execution of Notice of Guaranteed Delivery:________________________ Name of Eligible Institution that Guaranteed Delivery:_____________________ [ ] Check here if you are a broker-dealer who acquired the Old Notes for its own account as a result of market making or other trading activities (a "Participating Broker-Dealer") and wish to receive 10 additional copies of the Prospectus and 10 copies of any amendments or supplements thereto. In such case, please complete the following: Name:______________________________________________________________________ Address:___________________________________________________________________ Area Code and Telephone Number:____________________________________________ Contact Person:____________________________________________________________ 4 Ladies and Gentlemen: The undersigned hereby tenders to Sinclair Broadcast Group, Inc. a Maryland Corporation (the "Company") the above described aggregate principal value of the Company's 9% Senior Subordinated Notes (the "Old Notes") in exchange for a like aggregate principal value of the Company's 9% Senior Subordinated Notes (the "New Notes") which have been registered under the Securities Act of 1933 (the "Securities Act"), upon the terms and subject to the conditions set forth in the Prospectus dated ______, 1997 (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer"). Subject to and effective upon the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of Company in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver Certificates for Old Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned's agent, of the New Notes to be issued in exchange for such Old Notes, (ii) present Certificates for such Old Notes for transfer, and to transfer the Old Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes , all in accordance with the terms and conditions of the Exchange Offer. THE UNDERSIGNED HEREBY REPRESENT(S) AND WARRANT(S) THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER. The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed on page 3, if they are not already set forth there, as they appear on the Certificates (or, in the case of book-entry securities, on the relevant security position listing) representing such Old Notes. The Certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes on page 3. If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Old Notes than are tendered or accepted for exchange, Certificates for such nonexchanged or nontendered Old Notes will be returned (or, in the case of Old Notes tendered by 5 book-entry transfer, such Old Notes will be credited to the appropriate account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer. The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in "The Exchange Offer -- Procedures for Tendering Old Notes" in the Prospectus and in the instructions hereto will, upon the Company's acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned, the Trust upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the New Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such New Notes be credited to the account indicated above maintained at DTC. If applicable, substitute Certificates representing Old Notes not tendered or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery Instructions," the undersigned hereby directs that New Notes be delivered to the undersigned at the address shown below the undersigned's signature. BY TENDERING OLD NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN "AFFILIATE" OF THE COMPANY (II) ANY NEW NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS, (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF NEW NOTES TO BE RECEIVED IN THE EXCHANGE OFFER , AND (IV) IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH NEW NOTES. BY TENDERING OLD NOTES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL, A HOLDER OF OLD NOTES THAT IS A BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION (THE "STAFF") TO THIRD PARTIES, THAT (A) SUCH OLD NOTES HELD BY THE BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH OLD NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER A PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH NEW NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT). THE COMPANY HAS AGREED THAT, SUBJECT TO THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) IN CONNECTION WITH RESALES OF NEW NOTES RECEIVED IN EXCHANGE FOR OLD NOTES WHERE SUCH OLD NOTES WERE ACQUIRED BY SUCH PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING 180 DAYS AFTER THE EXPIRATION DATE (SUBJECT TO EXTENSION UNDER CERTAIN LIMITED CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS) OR, IF EARLIER, WHEN ALL SUCH NEW NOTES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER. IN THAT 6 REGARD, EACH BROKER-DEALER WHO ACQUIRED OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH OLD NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE SALE OF NEW NOTES PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF THE NEW NOTES MAY BE RESUMED, AS THE CASE MAY BE, IF THE COMPANY OR THE TRUST GIVES SUCH NOTICE TO SUSPEND THE SALE OF THE NEW NOTES, IT SHALL EXTEND THE 180-DAY PERIOD REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED TO USE THE PROSPECTUS IN CONNECTION WITH THE RESALE OF NEW NOTES BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL HAVE RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT RESALES OF THE NEW NOTES OR TO AND INCLUDING THE DATE ON WHICH THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF NEW NOTES MAY BE RESUMED, AS THE CASE MAY BE. Holders of Old Notes whose Old Notes are accepted for exchange will receive, in cash, accrued interest thereon to, but not including, the date of issuance of the New Notes. Such interest will be paid with the first interest payment on the New Notes on January 15, 1998. Interest on the Old Notes accepted for exchange will cease to accrue upon issuance of the New Notes. Interest on the New Notes is payable semi-annually on each January 15 and July 15. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Please be advised that the Company is registering the New Notes in reliance on the position of the Staff enunciated in Exxon Capital Holdings Corp. (available April 13, 1989) and Morgan Stanley & Co. Incorporated (available June 5, 1991). The Company has not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of its information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the undersigned is aware that if the undersigned is participating in the Exchange Offer for the purpose of distributing the New Notes to be acquired in the Exchange Offer, the undersigned (a) may not rely on the Staff position enunciated in Exxon Capital Holdings Corp. or interpretative letters to similar effect and (b) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The undersigned is aware that such a secondary resale transaction by a person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K. 7 SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, AND 6) To be completed ONLY if the New Notes or any Old Notes delivered but not tendered for exchange are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above. Issue: [ ] New Notes and/or [ ] Old Notes delivered but not tendered for exchange: Name(s):_________________________ (Please Print) Address:_________________________ (Please Print) _________________________________ _________________________________ (Please include ZIP code) _________________________________ Telephone Number with Area Code _________________________________ Tax ID Number SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, AND 6) To be completed ONLY if New Notes or any Old Notes delivered, but not tendered for exchange are to be sent to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above. Mail: [ ] New Notes and/or [ ] Old Notes delivered but not tendered for exchange: Name(s):_________________________ (Please Print) Address:_________________________ (Please Print) _________________________________ _________________________________ (Please include ZIP code) _________________________________ Telephone Number with Area Code _________________________________ Tax ID Number 8 HOLDER(S) SIGN HERE (SEE INSTRUCTIONS 2, 5 AND 6) (PLEASE COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN) (NOTE: SIGNATURES MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2) Must be signed by registered holder(s) exactly as name(s) appear(s) on Certificate(s) for the Old Notes hereby tendered (or, in the case of book-entry securities, on the relevant security position listing), or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith (including such opinions of counsel, certifications and other information as may be required by the Company to comply with the restrictions on transfer applicable to the Old Notes). If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signer's full title. See Instruction 5.
X__________________________________________________ GUARANTEE OF SIGNATURE(S) (See Instructions 2 and 5 below) X__________________________________________________ Certain Signatures Must be Guaranteed (SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY) by an Eligible Instruction Date:________________________________, 1997 ___________________________________________ (AUTHORIZED SIGNATURE) Name(s):___________________________________ ___________________________________________ ___________________________________________ (CAPACITY (FULL TITLE)) (PLEASE PRINT) Capacity:__________________________________ ___________________________________________ (NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURE) Address:___________________________________ ___________________________________________ ___________________________________________ (ADDRESS OF FIRM -- PLEASE INCLUDE ZIP CODE) (PLEASE INCLUDE ZIP CODE) ___________________________________________ Telephone No. (with area code):____________ ___________________________________________ TELEPHONE NO. (WITH AREA CODE) OF FIRM Tax ID No.:________________________________ Date:_______________________________ , 1997
9 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed either if (a) Certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer -- Procedures for Tendering Old Notes" in the Prospectus. Certificates, or timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Old Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer -- Procedures for Tendering Old Notes" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation (as defined in the Prospectus)) representing all tendered Old Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three Nasdaq Stock Market trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in "The Exchange Offer -- Procedures for Tendering Old Notes" in the Prospectus. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, "Eligible Institution" means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution," including (as such terms are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association. THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT, IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. 10 The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender. 2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if: (i) this Consent and Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on the relevant security position listing as the owner of the Old Notes) of Old Notes tendered herewith, unless such holder(s) has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above, or (ii) such Old Notes are tendered for the account of a firm that is an Eligible Institution. In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5. 3. INADEQUATE SPACE. If the space provided in the box captioned "Description of Old Notes" is inadequate, the Certificate number(s) and/or the aggregate Principal Amount of Old Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal. 4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. If less than all the Old Notes evidenced by any Certificate submitted are to be tendered, fill in the aggregate Principal Amount of Old Notes which are to be tendered in the box entitled "Aggregate Principal Amount of Old Notes Tendered for Exchange." In such case, new Certificate(s) for the remainder of the Old Notes that were evidenced by your old Certificate(s) will be sent to the holder of the Old Notes (or such other party as you identify in the box captioned "Special Delivery Instructions"), promptly after the Expiration Date. All Old Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective, a written, telegraphic, telex or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at its address set forth above on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, the aggregate Principal Amount of Old Notes to be withdrawn, and (if Certificates for Old Notes have been tendered) the name of the registered holder of the Old Notes as set forth on the Certificate for the Old Notes, if different from that of the person who tendered such Old Notes. If Certificates for the Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such Certificates for the Old Notes, the tendering holder must submit the serial numbers shown on the particular Certificates for the Old Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Old Notes tendered for the account of an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in "The Exchange Offer -- Procedures for Tendering Old Notes," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written, telegraphic, telex or facsimile transmission. Withdrawals of tenders of Old Notes may not be rescinded. Old Notes properly withdrawn will not be 11 deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time on or prior to the Expiration Date by following any of the procedures described in the Prospectus under "The Exchange Offer -- Procedures for Tendering Old Notes." All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. The Company, any affiliates or assigns of the Company, the Exchange Agent or any other person shall not be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Old Notes which have been tendered but which are withdrawn will be returned to the holder thereof without cost to such holder promptly after withdrawal. 5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) (or, in the case of book-entry securities, on the relevant security position listing) without alteration, enlargement or any change whatsoever. If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Old Notes are registered in different name(s) on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of Certificates. If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company, in its sole discretion, of such persons' authority to so act. When this Letter of Transmittal is signed by the registered owner(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or separate bond power(s) are required unless New Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Old Notes listed, the Certificates must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the Certificates, and also must be accompanied by such opinions of counsel, certifications and other information as the Company may require in accordance with the restrictions on transfer applicable to the Old Notes. Signatures on such Certificates or bond powers must be guaranteed by an Eligible Institution. 6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Old Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4. 12 7. IRREGULARITIES. The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for, may, in the view of counsel to the Company, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under "The Exchange Offer -- Certain Conditions to the Exchange Offer" or any conditions or irregularity in any tender of Old Notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders. The Company's interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Old Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. The Company, any affiliates or assigns of the Company, the Exchange Agent, or any other person shall not be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification. 8. QUESTIONS, REQUEST FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee. 9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s) representing Old Notes have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been followed. 10. SECURITY TRANSFER TAXES. Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. 13 IMPORTANT TAX INFORMATION Under federal income tax law, a holder whose tendered Old Notes are accepted for exchange is required by law to provide the Exchange Agent with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 included herein or otherwise establish a basis for exemption from backup withholding. If such holder is an individual, the TIN is his or her social security number. If the Exchange Agent is not provided with the correct TIN, the Internal Revenue Service may subject the holder or transferee to a $50 penalty. In addition, delivery of such holder's New Notes may be subject to backup withholding. Failure to comply truthfully with the backup withholding requirements also may result in the imposition of severe criminal and/or civil fines and penalties. Certain holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt holders should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Exchange Agent. A foreign person, including entities, may qualify as an exempt recipient by submitting to the Exchange Agent a properly completed Internal Revenue Service Form W-8, signed under penalties of perjury, attesting to that holder's foreign status. A Form W-8 can be obtained from the Exchange Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions. If backup withholding applies, the Exchange Agent is required to withhold 31% of any payments made to the holder or other transferee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup withholding on payments made with respect to Old Notes exchanged in the Exchange Offer, the holder is required to provide the Exchange Agent with either: (i) the holder's correct TIN by completing the form included herein, certifying that the TIN provided on Substitute Form W-9 is correct (or that such holder is awaiting a TIN) and that (A) the holder has not been notified by the Internal Revenue Service that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (B) the Internal Revenue Service has notified the holder that the holder is no longer subject to backup withholding; or (ii) an adequate basis for exemption. NUMBER TO GIVE THE DEPOSITORY The holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the registered holder of the Old Notes. If the Old Notes are held in more than one name or are held not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W- 9" for additional guidance on which number to report. 14
PAYER'S NAME: - ---------------------------------------------------------------------------------------------------- SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN IN THE Social security number or BOX AT RIGHT AND CERTIFY BY SIGNING AND ____________/________/_______ DATING BELOW Employer identification number FORM W-9 -------------------------------------------------------------------------------- Part 2 -- Certification -- Under penalties of perjury, I certify that: PAYER'S (1) The number shown on this form is my correct Taxpayer Identification Number REQUEST FOR (or I am waiting for a number to be issued to me) and TAXPAYER IDENTIFICATION (2) I am not subject to backup withholding because (i) I have not been notified NUMBER (TIN) by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of failure to report all interest or dividends, or (ii) the IRS has notified me that I am no longer subject to backup withholding. -------------------------------------------------------------------------------- Certificate Instructions -- You must cross out item (2) in Part 2 above if you have been notified by Part 3 -- the IRS that you are subject to Awaiting TIN backup withholding because of [ ] underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). _____________________________ Date___________________, 1997 Signature _____________________________ Name (please print) - ----------------------------------------------------------------------------------------------------
NOTE:FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THIS SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all payments made to me on account of the New Notes shall be retained until I provide a taxpayer identification number to the Exchange Agent and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding and 31% of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number. Signature__________________________________ Date:______________________ , 1997 Name (please print)________________________ 15 EX-99.2 87 EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY For Tender of 9% Senior Subordinated Notes due 2007 of Sinclair Broadcast Group, Inc. As set forth in the Exchange Offer (as defined below), this Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer if (i) certificates for Sinclair Broadcast Group, Inc.'s 9% Senior Subordinated Noted due 2007 are not immediately available, (ii) the Old Notes, the Letter of Transmittal and all other required documents cannot be delivered to First Union National Bank (the "Exchange Agent") on or prior to the Expiration Date (as defined in the Prospectus referred to below) or (iii) the procedures for delivery by book-entry transfer cannot be completed on or prior to the Expiration Date as set forth below. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent on or prior to the Expiration Date. See "The Exchange Offer -- Procedures for Tendering Old Notes" in the Prospectus. The Exchange Agent is: FIRST UNION NATIONAL BANK By Mail, Hand or Overnight Delivery: First Union National Bank By Facsimile Transmission Corporate Trust Department (704) 590-7628 1525 W. W.T. Harris Blvd. - 3C3 Charlotte, N.C. 28262-1153 To Confirm By Telephone: Attn: Michael Klotz Michael Klotz: (704) 590-7408 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to Sinclair Broadcast Group, Inc., a Maryland corporation, upon the terms and subject to the conditions set forth in the Prospectus dated , 1997 (as the same may be amended or supplemented from time to time, the "Prospectus"), and the related Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the aggregate Principal Amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer -- Procedures for Tendering Old Notes." Signature(s)___________________________ Address(es)__________________________ ___________________________ __________________________ Zip Code Name(s) of Record Holder(s) _______________________________________ Area Code and Tel. No.(s)____________ _______________________________________ Please Type or Print Date ______________________, 1997 Aggregate Principal Amount Tendered____ If Old Notes will be tendered by book-entery transfer, provide the DTC account number: Share Certificate No.(s). (If available) _______________________________________ ____________________________________ _______________________________________ THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED GUARANTEE (Not to be used for signature guarantee) The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program (each of the foregoing being referred to as an "Eligible Institution"), hereby guarantees to deliver to the Exchange Agent, at its address set forth above, either the Old Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes to the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letters of Transmittal (or facsimile thereof or Agent's Message in lieu thereof) and any other required documents within three Nasdaq Stock Market trading days after the date of execution of this Notice of Guaranteed Delivery. The undersigned acknowledges that it must deliver the Letters of Transmittal (or facsimile thereof or Agent's Message in lieu thereof) and the Old Notes tendered hereby (or a book-entry confirmation) to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned. _____________________________________ ____________________________________ Name of Firm Authorized Signature _____________________________________ Name________________________________ Address Please Type or Print _____________________________________ Title_______________________________ Zip Code Area Code and Tel. No._______________ Dated_________________________, 1997 NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS. EX-99.3 88 EXHIBIT 99.3 , 1997 EXCHANGE AGENT AGREEMENT First Union National Bank 901 E. Cary Street, 2nd Floor Richmond, VA 23219 Ladies and Gentlemen: Sinclair Broadcast Group, Inc., a Maryland corporation, as Depositor ("the Company") hereby appoints First Union National Bank ("First Union") to act as exchange agent (the "Exchange Agent") in connection with an exchange offer (the "Exchange Offer") by the Company to exchange up to $200,000,000 aggregate Principal Amount of the Company's 9% Senior Subordinated Notes due 2007 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like aggregate Principal Amount of the Company's outstanding 9% Senior Subordinated Notes (the "Old Notes" and, together with the New Notes, the "Notes"). The terms and conditions of the exchange offer are set forth in a Prospectus dated , 1997 (as the same may be amended or supplemented from time to time, the "Prospectus") and in the related Letter of Transmittal, which together constitute the "Exchange Offer." The registered holders of the Notes are hereinafter referred to as the "Holders." Capitalized terms used herein and not defined shall have the respective meanings ascribed thereto in the Prospectus. References hereinafter to "you" shall refer to the First Union National Bank of Maryland. The Exchange Offer is expected to be commenced by the Company on or about , 1997. The Letter of Transmittal accompanying the Prospectus is to be used by the Holders to accept the Exchange Offer, and contains certain instructions with respect to the Exchange Offer. The Exchange Offer shall expire at 5:00 p.m., New York City time, on , 1997 or on such later date or time to which the Company may extend the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Old Notes not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption "Conditions to the Exchange Offer." The Company will give oral (promptly confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable. In carrying out your duties as Exchange Agent, you agree to act in accordance with the following instructions: 1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned "The Exchange Offer" and as specifically set forth herein and such duties which are necessarily incidental thereto; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing. 2. You will establish an account with respect to the Old Notes at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of the Old Notes by causing the Book-Entry Transfer Facility to transfer such Old Notes into your account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. 3. You will examine each of the Letters of Transmittal, certificates for Old Notes and confirmations of book-entry transfers into your account at the Book-Entry Transfer Facility and any Agent's Message or other documents delivered or mailed to you by or for holders of the Old Notes to ascertain whether (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein and (ii) the Old Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Old Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will advise the Company of such irregularity. If the Company does not waive the irregularity as provided in paragraph 4, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be necessary or advisable to cause such irregularity to be corrected. 4. With the approval of the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer or the Secretary of the Company (such approval, if given orally, to be confirmed in writing) or any other party designated by such officer of the Company in writing, you are authorized to waive any irregularities in connection with any tender of Old Notes pursuant to the Exchange Offer. 5. Tenders of Old Notes may be made only as set forth in the section of the Prospectus captioned "The Exchange Offer -- Procedures for Tendering Old Notes" or in the Letter of Transmittal and Old Notes shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein. Notwithstanding the provisions of this paragraph 5, Old Notes which the Company or any other party designated by the Company in writing shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be confirmed in writing). 6. You shall advise the Company with respect to any Old Notes delivered subsequent to the Expiration Date and accept their instructions with respect to disposition of such Old Notes. 7. You will accept tenders: (a) in cases where the Old Notes are registered in two or more names only if signed by all named holders; (b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority to so act is submitted; and (c) from persons other than the registered holder of Old Notes provided that customary transfer requirements, including any applicable transfer taxes, are fulfilled. You will accept partial tenders of Old Notes where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Notes to the transfer agent for split-up and return any untendered Old Notes to the holder (or to such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer. 8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice if given orally, to be promptly confirmed in writing) of the Company's acceptance, promptly after the Expiration Date, of all Old Notes properly tendered and you, on behalf of the Trust, will exchange such Old Notes for New Notes and cause such Old Notes to be canceled. Delivery of New Notes will be made on behalf of the Company by you at the rate of $1,000 Principal Amount of New Notes for each $1,000 Principal Amount of Old Notes tendered promptly after notice (such notice if given orally, to be promptly confirmed in writing) of acceptance of said Old Notes by the Company; provided, however, that in all cases, Old Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for 2 such Old Notes (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees (or in lieu thereof an Agent's Message) and any other required document. 9. The Company shall not be required to exchange any Old Notes tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Old Notes tendered shall be given (such notice, if given orally, shall be promptly confirmed in writing) by the Company to you. 10. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Old Notes tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange Offer" or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates for unaccepted Old Notes (or effect the appropriate book-entry transfer of the unaccepted Old Notes), and return any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them. 11. All certificates for reissued Old Notes or for unaccepted Old Notes shall be forwarded by (a) first-class mail, return receipt requested, under a blanket surety bond protecting you and the Company from loss or liability arising out of the non-receipt or non-delivery of such certificates or (b) by registered mail insured separately for the replacement value of such certificates. 12. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders. 13. As Exchange Agent hereunder you: (a) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of Old Notes, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing; (b) shall not be obligated to take any legal action hereunder which might in your reasonable judgment involve any expense or liability, unless you shall have been furnished with reasonable indemnity; (c) shall not be liable to the Company for any action taken or omitted by you, or any action suffered by you to be taken or omitted, without negligence, misconduct or bad faith on your part, by reason of or as a result of the administration of your duties hereunder in accordance with the terms and conditions of this Agreement or by reason of your compliance with the instructions set forth herein or with any written or oral instructions delivered to you pursuant hereto, and may reasonably rely on and shall be protected in acting in good faith in reliance upon any certificate, instrument, opinion, notice, letter, facsimile or other document or security delivered to you and reasonably believed by you to be genuine and to have been signed by the proper party or parties; (d) may reasonably act upon any tender, statement, request, comment, agreement or other instrument whatsoever not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith reasonably believe to be genuine or to have been signed or represented by a proper person or persons; (e) may rely on and shall be protected in acting upon written or oral instructions from any officer of the Company with respect to the Exchange Offer; 3 (f) shall not advise any person tendering Old Notes pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Old Notes; and (g) may consult with your counsel with respect to any questions relating to your duties and responsibilities and the written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by you hereunder in good faith and in accordance with such written opinion of such counsel. 14. You shall take such action as may from time to time be requested by the Company or its counsel (and such other action as you may reasonably deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery, or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer and that such information shall be consistent with the terms of the Exchange Offer and the Letter of Transmittal. The Company will furnish you with copies of such documents at your request. All other requests for information relating to the Exchange Offer shall be directed to the Company, care of Patrick Talamantes at: 2000 W. 41st Street, Baltimore, MD 21211. 15. You shall advise by facsimile transmission or telephone, and promptly thereafter confirm in writing to the Company and Wilmer, Cutler & Pickering, counsel for the Company, and such other person or persons as they may request, weekly, and more frequently if reasonably requested, up to and including the Expiration Date, as to the principal amount of the Old Notes that have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received and items covered by Notices of Guaranteed Delivery. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons as the Company may request from time to time prior to the Expiration Date, such other information as they reasonably request. You shall prepare a list of persons who failed to tender or whose tenders were not accepted and the aggregate principal amount of Old Notes not tendered or Old Notes not accepted and deliver said list to the Company at least seven days prior to the Expiration Date. You shall also prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Notes tendered and the aggregate principal amount of Old Notes accepted and deliver said list to the Company. 16. Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date and the time of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities. You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company or destroying them if authorized by the Company. 17. For services rendered as Exchange Agent hereunder you shall be entitled to a fee of [$ ] and you shall be entitled to reimbursement of your expenses (including fees and expenses of your counsel, which fees are expected under normal circumstances to be not in excess of [$ ]) incurred in connection with the Exchange Offer. 18. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal attached hereto and further acknowledge that you have examined each of them to the extent necessary to perform your duties hereunder. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to the duties, liabilities and indemnification of you as Exchange Agent, which shall be controlled by this Agreement. 19. The Company agrees to indemnify and hold you harmless in your capacity as Exchange Agent hereunder against any liability, cost or expense, including reasonable attorneys' fees, arising out of or in connection with the acceptance or administration of your duties hereunder, including, 4 without limitation, in connection with any act, omission, delay or refusal made by you in reasonable reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document reasonably believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Old Notes reasonably believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Old Notes; provided, however, that the Company shall not be liable for indemnification or otherwise for any loss, liability, cost or expense to the extent arising out of your negligence, willful breach of this Agreement, willful misconduct or bad faith. In no case shall the Company be liable under this indemnity with respect to any claim against you unless the Company shall be notified by you, by letter or by facsimile confirmed by letter, of the written assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or commencement of action. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action, and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you so long as the Company shall retain counsel reasonably satisfactory to you to defend such suit. You shall not compromise or settle any such action or claim without the consent of the Company. 20. This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of Maryland applicable to agreements made and to be performed entirely within such state, and without regard to conflicts of law principles, and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto. 21. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which taken together constitute one and the same agreement. 22. In case any provision of this Agreement 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. 23. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally. 24. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile) and shall be given to such party, addressed to it, at its address or telecopy number set forth below: If to the Company: Sinclair Broadcast Group, Inc. 2000 W. 41st Street Baltimore, MD 21211 Telephone: (410) 467-5005 Facsimile: (410) 467-5043 Attn: Robert Quicksilver, Esq. With copies to: Wilmer, Cutler & Pickering 100 Light Street Baltimore, MD 21202 Telephone: (410) 986-2800 Facsimile: (410) 986-2828 Attn: John B. Watkins, Esq. 5 Thomas & Libowitz 100 Light Street, Suite 100 Baltimore, MD 21202 Telephone: (410) 752-2468 Facsimile: (410) 752-2046 Attn: C. Wayne Davis, Esq. If to the Exchange Agent: First Union National Bank of Maryland 901 E. Cary Street, 2nd Floor Richmond, VA 23219 Telephone: (804) 788-9663 Facsimile: (804) 788-9661 Attn: Ms. Patricia A. Welling 25. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Sections 17 and 19 shall survive the termination of this Agreement. Except as provided in Section 16, upon any termination of this Agreement, you shall promptly deliver to the Company any funds or property (including, without limitation, Letters of Transmittal and any other documents relating to the Exchange Offer) then held by you as Exchange Agent under this Agreement. 26. This Agreement shall be binding and effective as of the date hereof. Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy. SINCLAIR BROADCAST GROUP, INC. By:____________________________ Name: Title: Accepted as of the date first above written: FIRST UNION NATIONAL BANK OF MARYLAND By:____________________________ Name: Title: 6 -----END PRIVACY-ENHANCED MESSAGE-----