-----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, Hp3hY5c+Xz+siYlvjYjGjTHi5DSFO6FbOUbGcTfMnpAUF0TkbNIwMFk6dn+B/Kno UtDS5dwnjCVXsqAfZfkaGQ== 0001047469-03-025742.txt : 20030731 0001047469-03-025742.hdr.sgml : 20030731 20030731163836 ACCESSION NUMBER: 0001047469-03-025742 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 21 FILED AS OF DATE: 20030731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRGT LICENSEE LLC CENTRAL INDEX KEY: 0001219788 IRS NUMBER: 010735535 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-07 FILM NUMBER: 03815042 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNTVALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION XV INC CENTRAL INDEX KEY: 0001219780 IRS NUMBER: 020631897 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-09 FILM NUMBER: 03815044 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNTVALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WMSN LICENSEE LLC CENTRAL INDEX KEY: 0001170668 IRS NUMBER: 752976030 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-17 FILM NUMBER: 03815052 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WUHF LICENSEE LLC CENTRAL INDEX KEY: 0001170667 IRS NUMBER: 752975838 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-18 FILM NUMBER: 03815053 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR FINANCE LLC CENTRAL INDEX KEY: 0001167724 IRS NUMBER: 411996699 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-23 FILM NUMBER: 03815058 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WUXP LICENSEE LLC CENTRAL INDEX KEY: 0001167909 IRS NUMBER: 522203570 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-25 FILM NUMBER: 03815060 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOKH LICENSEE LLC CENTRAL INDEX KEY: 0001167750 IRS NUMBER: 522203569 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-27 FILM NUMBER: 03815062 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEAR LICENSEE LLC CENTRAL INDEX KEY: 0001068658 IRS NUMBER: 522066911 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-34 FILM NUMBER: 03815069 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FORMER COMPANY: FORMER CONFORMED NAME: WEAR LICENSEE INC DATE OF NAME CHANGE: 19980819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KLGT LICENSEE LLC CENTRAL INDEX KEY: 0001075230 IRS NUMBER: 522117084 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-38 FILM NUMBER: 03815073 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410) 568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCWB LICENSEE LLC CENTRAL INDEX KEY: 0001168006 IRS NUMBER: 522203568 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-44 FILM NUMBER: 03815079 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KGAN LICENSEE LLC CENTRAL INDEX KEY: 0001167731 IRS NUMBER: 522149845 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-48 FILM NUMBER: 03815083 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONTECITO BROADCASTING CORP CENTRAL INDEX KEY: 0001167754 IRS NUMBER: 330773615 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-63 FILM NUMBER: 03815099 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR TELEVISION CO INC CENTRAL INDEX KEY: 0001068647 IRS NUMBER: 581719496 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-71 FILM NUMBER: 03815107 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR HOLDINGS II INC CENTRAL INDEX KEY: 0001068635 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-73 FILM NUMBER: 03815109 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSYX LICENSEE INC CENTRAL INDEX KEY: 0001068662 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-77 FILM NUMBER: 03815113 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WGME INC CENTRAL INDEX KEY: 0001168632 IRS NUMBER: 522050323 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-81 FILM NUMBER: 03815117 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR MEDIA I INC CENTRAL INDEX KEY: 0001068624 IRS NUMBER: 521742771 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-84 FILM NUMBER: 03815120 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION XII INC CENTRAL INDEX KEY: 0001167709 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-86 FILM NUMBER: 03815122 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681686 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION X INC CENTRAL INDEX KEY: 0001167763 IRS NUMBER: 522202779 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-88 FILM NUMBER: 03815124 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION IX INC CENTRAL INDEX KEY: 0001167762 IRS NUMBER: 522202774 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-89 FILM NUMBER: 03815125 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYZZ LICENSEE INC CENTRAL INDEX KEY: 0001044842 IRS NUMBER: 521959631 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-94 FILM NUMBER: 03815130 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KDSM LICENSEE LLC CENTRAL INDEX KEY: 0001075231 IRS NUMBER: 522117084 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-96 FILM NUMBER: 03815132 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSTR LICENSEE INC CENTRAL INDEX KEY: 0001044838 IRS NUMBER: 521958895 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-101 FILM NUMBER: 03815136 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KDSM INC CENTRAL INDEX KEY: 0001039583 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521975792 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-103 FILM NUMBER: 03815138 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KSMO INC CENTRAL INDEX KEY: 0001044788 IRS NUMBER: 521966077 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-105 FILM NUMBER: 03815140 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR COMMUNICATIONS LLC CENTRAL INDEX KEY: 0001238535 IRS NUMBER: 550829979 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-01 FILM NUMBER: 03815034 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRDC LLC CENTRAL INDEX KEY: 0001222072 IRS NUMBER: 562319367 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-03 FILM NUMBER: 03815036 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR NEWSCENTRAL LLC CENTRAL INDEX KEY: 0001219784 IRS NUMBER: 010723291 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-08 FILM NUMBER: 03815043 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNTVALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION XIV INC CENTRAL INDEX KEY: 0001219767 IRS NUMBER: 030472772 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-11 FILM NUMBER: 03815046 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNTVALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RALEIGH WRDC-TV LICENSEE INC CENTRAL INDEX KEY: 0001170664 IRS NUMBER: 251761433 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-15 FILM NUMBER: 03815050 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIRMINGHAM WABM-TV LICENSEE INC CENTRAL INDEX KEY: 0001170663 IRS NUMBER: 521911594 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-16 FILM NUMBER: 03815051 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WXLV LICENSEE LLC CENTRAL INDEX KEY: 0001170671 IRS NUMBER: 752975864 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-20 FILM NUMBER: 03815055 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRLH LICENSEE LLC CENTRAL INDEX KEY: 0001170669 IRS NUMBER: 752976002 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-22 FILM NUMBER: 03815057 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WGGB LICENSEE LLC CENTRAL INDEX KEY: 0001168634 IRS NUMBER: 522149857 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-30 FILM NUMBER: 03815065 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTWC LICENSEE LLC CENTRAL INDEX KEY: 0001167912 IRS NUMBER: 522149854 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-31 FILM NUMBER: 03815066 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KUPN LICENSEE LLC CENTRAL INDEX KEY: 0001044790 IRS NUMBER: 522016990 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-35 FILM NUMBER: 03815070 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FORMER COMPANY: FORMER CONFORMED NAME: KUPN LICENSEE INC DATE OF NAME CHANGE: 19970821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WLOS LICENSEE LLC CENTRAL INDEX KEY: 0001044834 IRS NUMBER: 521974580 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-39 FILM NUMBER: 03815074 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: WLOS LICENSEE INC DATE OF NAME CHANGE: 19970821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE TELEVISION LICENSEE LLC CENTRAL INDEX KEY: 0001167920 IRS NUMBER: 522115731 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-42 FILM NUMBER: 03815077 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTVZ LICENSEE LLC CENTRAL INDEX KEY: 0001167913 IRS NUMBER: 522115761 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-43 FILM NUMBER: 03815078 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WICS LICENSEE LLC CENTRAL INDEX KEY: 0001168631 IRS NUMBER: 522149853 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-49 FILM NUMBER: 03815084 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEMT LICENSEE LP CENTRAL INDEX KEY: 0001168637 IRS NUMBER: 541794615 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-53 FILM NUMBER: 03815088 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR PROPERTIES II LLC CENTRAL INDEX KEY: 0001167829 IRS NUMBER: 541896557 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-58 FILM NUMBER: 03815093 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TELEVISION INC CENTRAL INDEX KEY: 0001167752 IRS NUMBER: 522261453 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-60 FILM NUMBER: 03815096 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR TELEVISION OF NEVADA INC CENTRAL INDEX KEY: 0001080840 IRS NUMBER: 880299238 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-67 FILM NUMBER: 03815103 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR TELEVISION OF NASHVILLE INC CENTRAL INDEX KEY: 0001068651 IRS NUMBER: 620948016 STATE OF INCORPORATION: TN FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-68 FILM NUMBER: 03815104 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR HOLDINGS I INC CENTRAL INDEX KEY: 0001068634 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-74 FILM NUMBER: 03815110 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KLGT INC CENTRAL INDEX KEY: 0001167732 IRS NUMBER: 411706187 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-78 FILM NUMBER: 03815114 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KSMO LICENSEE INC CENTRAL INDEX KEY: 0001044789 IRS NUMBER: 521966077 STATE OF INCORPORATION: NC FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-95 FILM NUMBER: 03815131 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 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: 1933 Act SEC FILE NUMBER: 333-107522-100 FILM NUMBER: 03815135 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSMH INC CENTRAL INDEX KEY: 0001044836 IRS NUMBER: 521952880 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-102 FILM NUMBER: 03815137 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCGV LICENSEE LLC 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: 1933 Act SEC FILE NUMBER: 333-107522-104 FILM NUMBER: 03815139 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FORMER COMPANY: FORMER CONFORMED NAME: WCGV INC DATE OF NAME CHANGE: 19930929 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: 1933 Act SEC FILE NUMBER: 333-107522-106 FILM NUMBER: 03815141 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104677005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR PROGRAMMING CO LLC CENTRAL INDEX KEY: 0001221916 IRS NUMBER: 542095223 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-05 FILM NUMBER: 03815039 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTTO LICENSEE LLC CENTRAL INDEX KEY: 0001167914 IRS NUMBER: 522115688 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-32 FILM NUMBER: 03815067 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KABB LICENSEE LLC CENTRAL INDEX KEY: 0001167924 IRS NUMBER: 522115751 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-41 FILM NUMBER: 03815076 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WICD LICENSEE LLC CENTRAL INDEX KEY: 0001168641 IRS NUMBER: 52214984 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-50 FILM NUMBER: 03815085 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WNYO INC CENTRAL INDEX KEY: 0001168635 IRS NUMBER: 65061724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-61 FILM NUMBER: 03815097 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR TELEVISION OF CHARLESTON INC CENTRAL INDEX KEY: 0001068649 IRS NUMBER: 570856686 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-69 FILM NUMBER: 03815105 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WDKY INC CENTRAL INDEX KEY: 0001068620 IRS NUMBER: 611250982 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-79 FILM NUMBER: 03815115 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR MEDIA II INC CENTRAL INDEX KEY: 0001068626 IRS NUMBER: 521313500 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-83 FILM NUMBER: 03815119 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION XI INC CENTRAL INDEX KEY: 0001167765 IRS NUMBER: 522202778 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-87 FILM NUMBER: 03815123 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR FINANCE HOLDINGS LLC CENTRAL INDEX KEY: 0001221917 IRS NUMBER: 030500333 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-04 FILM NUMBER: 03815038 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WDKY LICENSEE LLC CENTRAL INDEX KEY: 0001068622 IRS NUMBER: 522115782 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-28 FILM NUMBER: 03815063 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FORMER COMPANY: FORMER CONFORMED NAME: WKDY LICENSEE LLC DATE OF NAME CHANGE: 19981214 FORMER COMPANY: FORMER CONFORMED NAME: WDKY LICENSEE INC DATE OF NAME CHANGE: 19980819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCGV LICENSEE LLC CENTRAL INDEX KEY: 0001167918 IRS NUMBER: 522115785 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-37 FILM NUMBER: 03815072 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KDNL LICENSEE LLC CENTRAL INDEX KEY: 0001167923 IRS NUMBER: 522115752 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-45 FILM NUMBER: 03815080 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WMMP LICENSEE LP CENTRAL INDEX KEY: 0001168636 IRS NUMBER: 541816156 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-55 FILM NUMBER: 03815090 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR TELEVISION OF DAYTON INC CENTRAL INDEX KEY: 0001068650 IRS NUMBER: 251462963 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-64 FILM NUMBER: 03815100 BUSINESS ADDRESS: STREET 1: 10705 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR TELEVISION OF BUFFALO INC CENTRAL INDEX KEY: 0001068648 IRS NUMBER: 222997498 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-70 FILM NUMBER: 03815106 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR PROPERTIES LLC CENTRAL INDEX KEY: 0001068640 IRS NUMBER: 541781481 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-59 FILM NUMBER: 03815094 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL 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 IRS NUMBER: 521903498 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-98 FILM NUMBER: 03815134 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTAT LICENSEE LLC CENTRAL INDEX KEY: 0001219790 IRS NUMBER: 030472770 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-06 FILM NUMBER: 03815040 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNTVALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYZZ INC CENTRAL INDEX KEY: 0001044843 IRS NUMBER: 521959155 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-97 FILM NUMBER: 03815133 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPGH LICENSEE LLC CENTRAL INDEX KEY: 0001167917 IRS NUMBER: 522115755 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-46 FILM NUMBER: 03815081 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOKH LLC CENTRAL INDEX KEY: 0001222073 IRS NUMBER: 030507160 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-02 FILM NUMBER: 03815035 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WVAH LICENSEE LLC CENTRAL INDEX KEY: 0001219756 IRS NUMBER: 043702038 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-12 FILM NUMBER: 03815047 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNTVALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WUTV LICENSEE LLC CENTRAL INDEX KEY: 0001170670 IRS NUMBER: 752975851 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-21 FILM NUMBER: 03815056 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOCB LICENSEE LLC CENTRAL INDEX KEY: 0001068623 IRS NUMBER: 731438189 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-29 FILM NUMBER: 03815064 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FORMER COMPANY: FORMER CONFORMED NAME: KOCB LICENSEE INC DATE OF NAME CHANGE: 19980819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR TELEVISION OF TENNESSEE INC CENTRAL INDEX KEY: 0001068653 IRS NUMBER: 621663615 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-66 FILM NUMBER: 03815102 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR COMMUNICATIONS II INC CENTRAL INDEX KEY: 0001068633 IRS NUMBER: 043289279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-85 FILM NUMBER: 03815121 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR TELEVISION GROUP INC CENTRAL INDEX KEY: 0001238537 IRS NUMBER: 55829972 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-107 FILM NUMBER: 03815143 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION XIII CENTRAL INDEX KEY: 0001219778 IRS NUMBER: 043702077 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-10 FILM NUMBER: 03815045 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNTVALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WVTV LICENSEE INC CENTRAL INDEX KEY: 0001170666 IRS NUMBER: 510350913 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-19 FILM NUMBER: 03815054 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WLFL LICENSEE LLC CENTRAL INDEX KEY: 0001044832 IRS NUMBER: 521911462 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-33 FILM NUMBER: 03815068 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: WLFL INC DATE OF NAME CHANGE: 19970821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHANNEL 33 INC CENTRAL INDEX KEY: 0001167919 IRS NUMBER: 880233278 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-62 FILM NUMBER: 03815098 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR TELEVISION LICENSE HOLDER INC CENTRAL INDEX KEY: 0001068655 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-65 FILM NUMBER: 03815101 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOCB INC CENTRAL INDEX KEY: 0001068621 IRS NUMBER: 731021304 STATE OF INCORPORATION: OK FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-80 FILM NUMBER: 03815116 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 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: 1933 Act SEC FILE NUMBER: 333-107522 FILM NUMBER: 03815142 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: SCI INDIANA LICENSEE LLC CENTRAL INDEX KEY: 0001044791 IRS NUMBER: 522115757 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-36 FILM NUMBER: 03815071 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: SCI INDIANA LICENSEE INC DATE OF NAME CHANGE: 19970821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTWC INC CENTRAL INDEX KEY: 0001167911 IRS NUMBER: 522149163 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-75 FILM NUMBER: 03815111 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION VIII INC CENTRAL INDEX KEY: 0001167729 IRS NUMBER: 522202775 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-90 FILM NUMBER: 03815126 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WGME LICENSEE LLC CENTRAL INDEX KEY: 0001168638 IRS NUMBER: 522149851 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-51 FILM NUMBER: 03815086 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WGGB INC CENTRAL INDEX KEY: 0001168640 IRS NUMBER: 521976547 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-76 FILM NUMBER: 03815112 BUSINESS ADDRESS: STREET 1: DAVID BOCHENEK STREET 2: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WUPN LICENSEE LLC CENTRAL INDEX KEY: 0001167910 IRS NUMBER: 522203571 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-26 FILM NUMBER: 03815061 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WKEF LICENSEE LP CENTRAL INDEX KEY: 0001168633 IRS NUMBER: 54176286 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-52 FILM NUMBER: 03815087 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KETK LICENSEE L P CENTRAL INDEX KEY: 0001068630 IRS NUMBER: 541816155 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-56 FILM NUMBER: 03815091 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KBSI LICENSEE L P CENTRAL INDEX KEY: 0001068629 IRS NUMBER: 541762871 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-57 FILM NUMBER: 03815092 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCI SACRAMENTO LICENSEE LLC CENTRAL INDEX KEY: 0001044792 IRS NUMBER: 522117009 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-40 FILM NUMBER: 03815075 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: SCI SACRAMENTO LICENSEE INC DATE OF NAME CHANGE: 19970821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR MEDIA III INC CENTRAL INDEX KEY: 0001068625 IRS NUMBER: 521836394 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-82 FILM NUMBER: 03815118 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR TELEVISION CO II INC CENTRAL INDEX KEY: 0001068632 IRS NUMBER: 522097027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-93 FILM NUMBER: 03815129 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: SINCLAIR ACQUISITION II INC DATE OF NAME CHANGE: 19980819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSMH LICENSEE LLC CENTRAL INDEX KEY: 0001167915 IRS NUMBER: 522115781 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-47 FILM NUMBER: 03815082 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAN ANTONIO KRRT-TV LICENSEE INC CENTRAL INDEX KEY: 0001170665 IRS NUMBER: 232930453 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-14 FILM NUMBER: 03815049 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSYT LICENSEE L P CENTRAL INDEX KEY: 0001068661 IRS NUMBER: 541717683 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-54 FILM NUMBER: 03815089 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION VII INC CENTRAL INDEX KEY: 0001167761 IRS NUMBER: 522202776 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-91 FILM NUMBER: 03815127 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WZTV LICENSEE LLC CENTRAL INDEX KEY: 0001170672 IRS NUMBER: 752975977 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-13 FILM NUMBER: 03815048 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR HOLDINGS III INC CENTRAL INDEX KEY: 0001068636 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-72 FILM NUMBER: 03815108 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION IV INC CENTRAL INDEX KEY: 0001167728 IRS NUMBER: 521947227 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-92 FILM NUMBER: 03815128 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCHS LICENSEE LLC CENTRAL INDEX KEY: 0001068657 IRS NUMBER: 522115763 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107522-24 FILM NUMBER: 03815059 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY RD STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: WCHS LICENSEE INC DATE OF NAME CHANGE: 19980819 S-4 1 a2114395zs-4.htm S-4
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As Filed With the Securities and Exchange Commission on , 2003

Registration No. 333-

UNITED STATES
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	515100	52-1494660
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

David D. Smith
Chairman, President and Chief Executive Officer
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:
John B. Watkins, Esq.
Erika L. Robinson, Esq.
Wilmer, Cutler & Pickering
100 Light Street
Baltimore, Maryland 21202
(410) 986-2800

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE 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. / /

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee


8% Senior Subordinated Notes due 2012	$100,000,000	100%	$100,000,000	$8,090

Senior Subordinated Guarantees of 8% Senior Subordinated Notes due 2012	$100,000,000	(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 REGISTRANT HEREBY AMENDS 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdicion of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number	Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Primary Executive Offices
Chesapeake Television, Inc.	Maryland	515100	52-1590917	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
KSMO, Inc.	Maryland	515100	52-1836395	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
WCGV, Inc.	Maryland	515100	52-1836393	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Acquisition IV, Inc.	Maryland	515100	52-1947227	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
WLFL, Inc.	Maryland	515100	52-1911462	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Media I, Inc.	Maryland	515100	52-1742771	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
WSMH, Inc.	Maryland	515100	52-1952880	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Media II, Inc.	Maryland	515100	52-1313500	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
WSTR Licensee, Inc.	Maryland	551112	52-1958895	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WGME, Inc.	Maryland	515100	52-2050323	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Media III, Inc.	Maryland	515100	52-1836394	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
WTTO, Inc.	Maryland	515100	52-1836391	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
WTVZ, Inc.	Maryland	515100	52-1903498	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
WYZZ, Inc.	Maryland	515100	52-1959155	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
KOCB, Inc.	Oklahoma	515100	73-1021304	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
KSMO Licensee, Inc.	Delaware	551112	52-1966077	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WDKY, Inc.	Delaware	515100	61-1250982	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500

WYZZ Licensee, Inc.	Delaware	551112	52-1959631	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
KLGT, Inc.	Minnesota	515100	41-1706187	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Television Company II, Inc.	Delaware	551112	52-2091286	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
WSYX Licensee, Inc.	Maryland	551112	52-2100995	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WGGB, Inc.	Maryland	515100	52-1976547	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
WTWC, Inc.	Maryland	515100	52-2149163	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Communications II, Inc.	Delaware	551112	04-3289279	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Holdings I, Inc.	Virginia	551112	54-1637082	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Holdings II, Inc.	Virginia	551112	54-1781478	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Holdings III, Inc.	Virginia	551112	54-1834835	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Television Company, Inc.	Delaware	515100	58-1719496	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Television of Buffalo, Inc.	Delaware	515100	22-2997498	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Television of Charleston, Inc.	Delaware	515100	57-0856686	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Television of Nashville, Inc.	Tennessee	515100	62-0948016	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Television of Nevada, Inc.	Nevada	551112	88-0299238	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Television of Tennessee, Inc.	Delaware	515100	62-1663615	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Television License Holder, Inc.	Nevada	551112	04-3404381	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
Sinclair Television of Dayton, Inc.	Delaware	515100	25-1462963	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500

Sinclair Acquisition VII, Inc.	Maryland	551112	52-2202776	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Acquisition VIII, Inc.	Maryland	551112	52-2202775	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Acquisition IX, Inc.	Maryland	551112	52-2202774	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Acquisition X, Inc.	Maryland	551112	52-2202779	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Acquisition XI, Inc.	Maryland	551112	52-2202778	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Acquisition XII, Inc.	Delaware	551112	52-2211255	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Acquisition XIII, Inc.	Maryland	551112	04-3702077	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Acquisition XIV, Inc.	Maryland	551112	03-0472772	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Acquisition XV, Inc.	Maryland	551112	02-0631997	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Montecito Broadcasting Corporation	Delaware	551112	33-0773615	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Channel 33, Inc.	Nevada	551112	88-0233278	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WNYO, Inc.	Delaware	515100	65-0617241	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
New York Television, Inc.	Maryland	551112	52-2261453	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
Sinclair Properties, LLC	Virginia	515100	54-1781481	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Properties II, LLC	Virginia	551112	54-1896557	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
KBSI Licensee L.P.	Virginia	551112	54-1762871	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
KETK Licensee L.P.	Virginia	551112	54-1816155	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
WMMP Licensee L.P.	Virginia	551112	54-1816156	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121

WSYT Licensee L.P.	Virginia	551112	54-1717683	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WEMT Licensee L.P.	Virginia	551112	54-1794615	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WKEF Licensee L.P.	Virginia	551112	54-1762869	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WGME Licensee, LLC	Maryland	551112	52-2149851	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WICD Licensee, LLC	Maryland	551112	52-2149843	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WICS Licensee, LLC	Maryland	551112	52-2149853	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
KGAN Licensee, LLC	Maryland	551112	52-2149845	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WSMH Licensee, LLC	Maryland	551112	52-2115781	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WPGH Licensee, LLC	Maryland	551112	52-2115755	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
KDNL Licensee, LLC	Maryland	551112	52-2115752	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WCWB Licensee, LLC	Maryland	551112	52-2203568	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WTVZ Licensee, LLC	Maryland	551112	52-2115761	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
Chesapeake Television Licensee, LLC	Maryland	551112	52-2115731	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
KABB Licensee, LLC	Maryland	551112	52-2115751	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
SCI-Sacramento Licensee, LLC	Maryland	551112	52-2117009	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WLOS Licensee, LLC	Maryland	551112	52-2115696	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
KLGT Licensee, LLC	Maryland	551112	52-2117084	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WCGV Licensee, LLC	Maryland	551112	52-2115785	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121

SCI-Indiana Licensee, LLC	Maryland	551112	52-2115757	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
KUPN Licensee, LLC	Maryland	551112	52-2115754	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WEAR Licensee, LLC	Maryland	551112	52-2117080	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WLFL Licensee, LLC	Maryland	551112	52-2115786	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WTTO Licensee, LLC	Maryland	551112	52-2115688	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WTWC Licensee, LLC	Maryland	551112	52-2149854	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WGGB Licensee, LLC	Maryland	551112	52-2149857	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
KOCB Licensee, LLC	Maryland	551112	52-2115783	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WDKY Licensee, LLC	Maryland	551112	52-2115782	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
KOKH Licensee, LLC	Maryland	551112	52-2203569	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WUPN Licensee, LLC	Maryland	551112	52-2203571	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WUXP Licensee, LLC	Maryland	551112	52-2203570	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WCHS Licensee, LLC	Maryland	551112	52-2115763	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
Sinclair Finance, LLC	Minnesota	551112	41-1996699	1640 Como Ave, Ste. A St. Paul, Minnesota 55108 (651) 646-2300
Birmingham (WABM-TV) Licensee, Inc.	Maryland	551112	52-1911594	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
Raleigh (WRDC-TV) Licensee, Inc.	Maryland	551112	25-1761433	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
San Antonio (KRRT-TV) Licensee, Inc.	Maryland	551112	23-2930453	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WVTV Licensee, Inc.	Maryland	551112	51-0350913	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121

WUHF Licensee, LLC	Nevada	551112	75-2975838	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WMSN Licensee, LLC	Nevada	551112	75-2976030	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WRLH Licensee, LLC	Nevada	551112	75-2976002	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WUTV Licensee, LLC	Nevada	551112	75-2975851	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WXLV Licensee, LLC	Nevada	551112	75-2975864	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WZTV Licensee, LLC	Nevada	551112	75-2975977	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WVAH Licensee, LLC	Nevada	551112	04-3702038	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WTAT Licensee, LLC	Nevada	551112	03-0472770	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
WRGT Licensee, LLC	Nevada	551112	01-0735535	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121
Sinclair NewsCentral, LLC	Maryland	515100	01-0723291	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Programming Company, LLC	Maryland	425120	54-2095223	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Finance Holdings, LLC	Minnesota	551112	03-0500333	1640 Como Ave., Ste. A St. Paul, Minnesota 55108 (651) 646-2300
KOKH, LLC	Nevada	515100	03-0507160	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
WRDC, LLC	Nevada	515100	56-2319367	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Television Group, Inc.	Maryland	551112	55-0829972	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
Sinclair Communications, LLC	Maryland	551112	55-0829979	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
KDSM, LLC	Maryland	515100	55-0829966	10706 Beaver Dam Road Hunt Valley, Maryland 21030 (410) 568-1500
KDSM Licensee, LLC	Maryland	551112	52-2115766	3830 S. Jones Blvd. Las Vegas, Nevada 89103 (702) 382-2121

SUBJECT TO COMPLETION, DATED JULY 31, 2003

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

Offer for All Outstanding
8% Senior Subordinated Notes due 2012
In Exchange For
8% Senior Subordinated Notes due 2012
That Have Been Registered Under the Securities Act of 1933
of

Sinclair Broadcast Group, Inc.

The exchange offer will expire at 5:00 p.m.,
New York City time, on , 2003, unless extended.

•: We are offering to exchange up to $100,000,000 aggregate principal amount of our new 8% senior subordinated notes due 2012, which have been registered under the Securities Act of 1933, for any and all of our outstanding 8% senior subordinated notes due 2012 that were previously issued in transactions not requiring registration under the Securities Act.
•: If you fail to tender your original notes, you will continue to hold unregistered notes that you will not be able to transfer freely.
•: There is no established trading market for the exchange notes or the original notes.

See "Risk Factors" beginning on page 10 of this prospectus for a discussion of risks associated with the exchange of original notes for the exchange notes offered hereby.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2003.

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION		iii
SUMMARY		1
THE EXCHANGE OFFER		3
THE EXCHANGE NOTES		7
RISK FACTORS		10
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS		21
USE OF PROCEEDS		22
RATIO OF EARNINGS TO FIXED CHARGES		22
SELECTED CONSOLIDATED FINANCIAL DATA		23
THE EXCHANGE OFFER		25
DESCRIPTION OF THE EXCHANGE NOTES		33
DESCRIPTION OF THE ORIGINAL NOTES		61
CERTAIN DEFINITIONS		62
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES		73
PLAN OF DISTRIBUTION		79
LEGAL MATTERS		80
EXPERTS		80

We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You must not rely on unauthorized information or representations.

This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.

The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct—nor do we imply those things by delivering this prospectus or selling securities to you.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information requirements of the Exchange Act, and in accordance therewith file reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission" or the "SEC"). You may read and copy this information at the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549, or at the Commission's other public reference facilities. Please call the Commission at 1-800-SEC-0330 for further information on the operation and location of the Commission's public reference facilities. You may also obtain copies of this information by mail from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. You may also review these reports and other information through the Commission's Electronic Data Gathering, Analysis, and Retrieval System ("EDGAR") which is publicly available through the Commission's World Wide Web site (http://www.sec.gov). In addition, our class A common stock is listed on the Nasdaq Stock Market's National Market System, and material filed by us can be inspected at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

The following documents that we filed with the Commission are incorporated by reference in this prospectus:

(a) Our Annual Report on Form 10-K for the year ended December 31, 2002, as amended, together with the report of Ernst & Young LLP, independent auditors, on the consolidated financial statements of Sinclair Broadcast Group, Inc. (excluding pages F-53—F-97);

(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003; and

(c) Our Current Reports on Form 8-K filed on January 2, 2003, January 3, 2003, January 27, 2003, February 18, 2003, May 14, 2003, May 15, 2003, May 15, 2003, May 27, 2003, May 30, 2003, May 30, 2003, June 6, 2003, June 24, 2003, July 18, 2003 and July 22, 2003.

We are also incorporating by reference additional documents that we file with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the expiration of the exchange offer. The information incorporated by reference is considered to be part of this prospectus, except for any information that is superseded by information that is included in this prospectus.

We have filed with the Commission a registration statement on Form S-4 under the Securities Act with respect to the exchange notes offered hereby. This prospectus does not contain all the information set forth in the registration statement, certain portions of which have been omitted as permitted by the rules and regulations of the Commission. For further information with respect to us and the notes offered hereby, reference is made to the registration statement and the exhibits thereto and the financial statements, notes and reference facilities of the Commission referred to above. Statements made in this prospectus concerning the contents of any documents referred to in this prospectus are not necessarily complete, and in each instance are qualified in all respects by reference to the copy of the document filed as an exhibit to the registration statement.

We will provide without charge to each person to whom this prospectus is delivered, upon request, a copy of any or all of the documents described above that have been or may be incorporated by reference in this prospectus other than exhibits to those documents, unless such exhibits are specifically incorporated by reference into such documents. Any requests should be directed to:

David B. Amy
Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Hunt Valley, MD 21030

iii

SUMMARY

In this prospectus, unless otherwise indicated, the words "Sinclair," "our," "us" and "we" refer to Sinclair Broadcast Group, Inc., the issuer of the original notes and the exchange notes, and its subsidiaries. This summary highlights selected information from this document and the materials incorporated by reference and does not contain all of the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus and the documents to which we have referred you.

Introduction

We are a diversified television broadcasting company that owns, provides programming and operating services pursuant to local marketing agreements (LMAs) or provides sales services pursuant to outsourcing agreements to more television stations than all but one other commercial broadcasting group in the United States. We currently own, provide programming and operating services pursuant to LMAs or provide sales services to 62 television stations in 39 markets. We currently have duopolies, where we own and operate two stations, in ten markets; own and operate a station and provide programming and operating services to a second station in nine markets; own a station or stations and provide or are provided sales, operational and managerial services to another station in four markets.

We have a mid-size market focus and 47 of our 62 stations are located in television designated market areas (DMAs) that rank between the 13th and 75th largest in the United States. Our television station group is diverse in network affiliation with 20 stations affiliated with Fox, 19 with The WB, eight with ABC, six with UPN, four with NBC and three with CBS. Two stations are not affiliated with any network.

We underwent rapid and significant growth from 1991 to 2000, most of which occurred prior to the end of 1999. Since 1991, we have increased the number of television stations we own or provide services to from three television stations to 62 television stations, primarily through acquisitions. As a result of these acquisitions, we have incurred significant depreciation, amortization and impairment costs, as well as interest costs associated with financing of these acquisitions. These costs and other factors identified at page 23 have in turn led us to experience losses in 2002 and in three of the last five years and we may incur additional losses in the future. Prior to September 1999, we also owned, operated and/or programmed up to 52 radio stations in ten markets. We sold all of our interests in radio stations in 1999 and 2000.

Operating Strategy

Our operating strategy includes the following elements.

•: Programming to Attract Viewership. We seek to target our programming offerings to attract viewership, particularly in the 18 to 49 year-old age bracket.
•: Developing Local Franchises. We believe that the greatest opportunity for a sustainable and growing customer base lies within our local communities and have therefore focused on developing a strong local sales force at each of our television stations. Our goal is to continue to grow our share of local revenues.
•: Control of Operating and Programming Costs. We seek to control our operating and programming costs through a disciplined approach to managing programming acquisition and other costs, use of our national reach to negotiate with programming providers for high quality programming at favorable prices and through program-specific profit analysis, detailed budgeting, tight control over staffing levels and detailed long-term planning models.

•: Utilization of Local Marketing Agreements and Duopolies. We have sought to increase our revenues and improve our margins by providing programming services pursuant to an LMA to a second station in selected DMAs where we already own one station or by owning two stations in a single DMA and by entering into outsourcing agreements in which our stations provide or are provided various non-programming related services such as sales, operational and managerial services to or by other stations.
•: Strategic Realignment of Station Portfolio. In anticipation of the possibility of deregulation of the television ownership rules, we are re-examining our television station group portfolio with the objective of building our local franchises in the markets we deem strategic and divesting or swapping our non-strategic stations.

Recent Developments

Redemption of HYTOPS

Sinclair Capital, our subsidiary trust, had outstanding $200.0 million aggregate liquidation amount of 11⁵/8% high yield trust offered preferred securities (the "HYTOPS"), for which we were indirectly liable. The trustee for Sinclair Capital redeemed, in full, the HYTOPS, plus the associated 4.65% call premium and accrued interest thereon. The HYTOPS redemption was funded from the May 2003 offering of the original notes and the May 2003 offering of $150.0 million aggregate principal amount of convertible senior subordinated notes due 2018.

Potential Creation of Modified Holding Company Structure

We may decide to transfer substantially all of our assets and liabilities (including the exchange notes offered by this prospectus) to our wholly-owned subsidiary, Sinclair Television Group, Inc. ("STG"). STG would also become the primary obligor under our bank credit agreement and our senior subordinated notes, including the exchange notes offered by this prospectus. Upon the potential creation of the modified holding company structure, the exchange notes offered by this prospectus would become senior subordinated obligations of STG. All of our class A common stock, class B common stock, preferred stock and the convertible senior subordinated notes due 2018 would remain at Sinclair and would not become obligations or securities of STG. Following the transfer, we anticipate that STG would hold approximately 95% of our total assets as of March 31, 2003 and approximately 97% of our consolidated revenue, over 100% of our consolidated income from continuing operations before taxes and 99% of our cash flows from operating activities for the year ended March 31, 2003. We expect that we would guarantee any indebtedness transferred to STG and might guarantee any new indebtedness incurred by STG.

We believe that the assumption of notes by STG in connection with the potential creation of the modified holding company structure would not give rise to any adverse tax consequences to you. See "United States Federal Income Tax Consequences" beginning on page 74.

We cannot assure you that we will proceed with the creation of a modified holding company structure in the form described herein or at all.

We are a Maryland corporation formed in 1986. Our principal offices are located at 10706 Beaver Dam Road, Hunt Valley, MD 21030, and our telephone number is (410) 568-1500.

THE EXCHANGE OFFER

On May 29, 2003, we completed the private offering of $100,000,000 aggregate principal amount of 8% senior subordinated notes due 2012. As part of this offering, we entered into a registration rights agreement with the initial purchasers of the original notes in which we agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the original notes. Below is a summary of the exchange offer:

Securities Offered		Up to $100,000,000 aggregate principal amount of new 8% senior subordinated notes due 2012, which have been registered under the Securities Act. The terms of the exchange notes are identical in all material respects to those of the original notes, except that the transfer restrictions and registration rights relating to the original notes do not apply to the exchange notes.
		In March 2002, we issued $300.0 million aggregate principal amount of our 8% senior subordinated notes due 2012, which we subsequently exchanged for $300.0 million aggregate principal amount of registered, publicly tradable 8% senior subordinated notes due 2012. In November 2002, we issued $125.0 milion aggregate principal amount of our 8% senior subordinated notes due 2012 and in December 2002, we issued an additional $125.0 million aggregate principal amount of our 8% senior subordinated notes due 2012, which we subsequently exchanged for $250.0 million aggregate principal amount of registered, publicly tradable 8% senior subordinated notes due 2012. The exchange notes are fully fungible and exchangeable with such previously registered, publicly tradable 8% senior subordinated notes due 2012. Assuming all the original notes are exchanged in the exchange offer, the total amount outstanding of our registered 8% senior subordinated notes due 2012 will be $650.0 million.
The Exchange Offer		We are offering to exchange each new $1,000 principal amount of our 8% senior subordinated notes due 2012, which have been registered under the Securities Act, for $1,000 principal amount of our outstanding 8% senior subordinated notes due 2012 which have not been registered.
		In order to be exchanged, an original note must be properly tendered and accepted. All original notes that are validly tendered and not withdrawn will be exchanged. As of the date of this prospectus, there are $100,000,000 aggregate principal amount of original notes outstanding. We will issue exchange notes promptly after the expiration of the exchange offer.
Expiration Date		5:00 p.m., New York City time, on , 2003 unless we extend the expiration date.

Conditions to the Exchange Offer	The exchange offer is subject to conditions, which we may waive in our sole discretion. If we materially change the terms of the exchange offer, we will resolicit tenders of the original notes. The exchange offer is not conditioned upon any minimum principal amount of the original notes being tendered. See "The Exchange Offer—Conditions to the Exchange Offer" on page 32.
	We reserve the right in our sole and absolute discretion, subject to applicable law, at any time and from time to time,
	•	to delay the acceptance of the original notes for exchange,
	•	to terminate the exchange offer if the conditions have not been satisfied, or
	•	to extend the expiration date of the exchange offer and retain all original notes tendered pursuant to the exchange offer, subject, however, to the rights of holders of original notes to withdraw their tendered original notes.
	See "The Exchange Offer—Expiration Date; Extensions; Amendments" beginning on page 27.
Withdrawal Rights	You may withdraw a tender of original notes at any time on or prior to the expiration date by delivering a written notice of withdrawal to Wachovia Bank, National Association (formerly First Union National Bank) and following the procedures set forth under "The Exchange Offer—Withdrawal Rights" beginning on page 31.
Procedures for Tendering Original Notes	To tender your original notes, on or prior to the expiration date you must:
	•	complete, sign and deliver a letter of transmittal and the other documents required by the letter of transmittal, to Wachovia Bank, National Association at the address given on page 32 of this prospectus; or
	•	if your original notes are held by book entry rather than paper certificates, send an agent's message to the exchange agent at the address given on page 32 of this prospectus.
	Additional information for tendering original notes is provided in "The Exchange Offer—Procedures for Tendering Original Notes" beginning on page 29.
Special Procedures for Beneficial Owners	If you are the beneficial holder of original notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender in the exchange offer, you should promptly contact the person in whose name your original notes are registered and instruct that person to tender on your behalf. See "The Exchange Offer—Procedures for Tendering Original Notes" beginning on page 29.

Guaranteed Delivery Procedures	If you wish to tender your original notes and you cannot get required documents to the exchange agent on time, you may tender your original notes by following the guaranteed delivery procedures under "The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery" on page 30.
Resales	Based on interpretations by the staff of the Commission, as detailed in a series of no-action letters issued to third parties, we believe that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:
	•	you are acquiring the exchange notes in the ordinary course of business;
	•	you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate, in a distribution of the exchange notes; and
	•	you are not an affiliate of ours.
	If you are an affiliate of ours, are engaged in or intend to engage in or have any arrangement or understanding with any person to participate in the distribution of the exchange notes:
	(1)	you cannot rely on the applicable interpretations of the staff of the Commission; and
	(2)	you must comply with the registration requirements of the Securities Act in connection with any resale transaction.
	Each broker or dealer that receives exchange notes for its own account in exchange for original notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer to resell, resale, or other transfer of the exchange notes issued in the exchange offer, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell or to otherwise transfer the original notes for a period ending 180 days after the date of this prospectus.
	Furthermore, any broker-dealer that acquired any of its original notes directly from us:
	•	may not rely on the applicable interpretation of the staff of the Commission's position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983); and

	•	must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.
Exchange Agent	Wachovia Bank, National Association is serving as exchange agent in connection with the exchange offer. The address and telephone and facsimile numbers of the exchange agent are listed under "The Exchange Offer—Exchange Agent" on 32.
Use of Proceeds	We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. We will pay all expenses incident to the exchange offer. See "Use of Proceeds" on page 23.
United States Federal Income Tax Consequences	An exchange of original notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. See "United States Federal Income Tax Consequences" beginning on page 74.

THE EXCHANGE NOTES

The form and terms of the exchange notes and the original notes are identical in all material respects, except that the transfer restrictions and registration rights applicable to the original notes do not apply to the exchange notes. The exchange notes will evidence the same debt as the original notes and will be governed by the same indenture.

Issuer		Sinclair Broadcast Group, Inc.
Exchange Notes Offered		$100,000,000 aggregate principal amount of 8% senior subordinated notes due 2012
Maturity		March 15, 2012
Interest Rate		8% per year (calculated using a 360-day year)
Interest Payment Dates		September 15 and March 15 of each year, commencing September 15, 2003
Ranking		The exchange notes will be our general unsecured obligations subordinated in right of payment to all of our existing and future senior indebtedness including all our obligations under our bank credit agreement. The exchange notes will rank equal in right of payment with all of our existing and future senior subordinated indebtedness including $310.0 million of our 8³/4% senior subordinated notes due 2011 and $550.0 million of our previously registered 8% senior subordinated notes due 2012. As of March 31, 2003, on an as adjusted basis, after giving effect to the May 2003 offering of the original notes, the May 2003 offering of convertible senior subordinated notes due 2018, the redemption of the HYTOPS and the application of excess proceeds to reduce indebtedness under the bank credit agreement, (1) we had $547.4 million of senior indebtedness (which ranked senior to the notes), all of which was guaranteed by the guarantors on a senior basis; (2) we had $1,118.7 million of senior subordinated indebtedness including the original notes (which ranked equal to each other), all of which was guaranteed by the guarantors on a senior subordinated basis; (3) the guarantors had an additional $72.0 million of senior indebtedness which ranked senior to the guarantees of the original notes; and (4) we were able to borrow an additional $180.8 million under the bank credit agreement, as amended, which constituted senior indebtedness to which the original notes were subordinated and were guaranteed by the guarantors on a senior basis. See "Description of the Exchange Notes—Subordination" beginning on page 35.
Note Guarantees		The exchange notes will be guaranteed, fully and unconditionally and jointly and severally, on a senior subordinated basis by each of the guarantors, which consist of all but one of our subsidiaries that own or operate television stations and include all of our subsidiaries that have issued guarantees under the bank credit agreement, as amended. The issuer and the guarantors represented approximately 97% of our total assets as of March 31, 2003 and approximately 97% of our revenue, over 100% of our income from continuing operations before taxes and 99% of our cash flows from operating activities for the quarter ended March 31, 2003.

		The guarantees will be general unsecured obligations of the guarantors, subordinated in right of payment to all such guarantors' existing and future senior indebtedness, and will rank equal in right of payment to all such guarantors' existing and future senior subordinated indebtedness and senior to all future subordinated indebtedness of such guarantors. As of March 31, 2003, on an as adjusted basis, after giving effect to the May 2003 offering of the original notes, the May 2003 offering of convertible senior subordinated notes due 2018, the redemption of the HYTOPS and the application of excess proceeds to reduce indebtedness under the bank credit agreement, the aggregate amount of senior indebtedness of the guarantors that ranked senior in right of payment to the senior subordinated guarantees would have been $619.3 million (including $547.4 million of outstanding indebtedness representing guarantees of our senior indebtedness). See "Description of the Exchange Notes—Guarantees" on page 39.
		Under the terms of the indenture, we have the right to form or acquire subsidiaries in the future that will not be required to be guarantors of the exchange notes. Under the terms of the indenture, a subsidiary that is a guarantor is not permitted to guarantee senior indebtedness, including indebtedness under the bank credit agreement, as amended, or assume or become liable with respect to our indebtedness unless such subsidiary becomes a guarantor and any guarantor which no longer guarantees any of our other indebtedness may be released from its guarantee. See "Description of the Exchange Notes—Certain Covenants—Limitation on Restricted Payments" beginning on page 41, "Description of the Exchange Notes—Certain Covenants—Limitation on Issuances of Guarantees of and Pledges for Indebtedness" on page 46 and "Description of the Exchange Notes—Certain Covenants—Limitation on Unrestricted Subsidiaries" on page 49.
Optional Redemption		The exchange notes and the previously registered $550.0 million aggregate principal amount of 8% senior subordinated notes due 2002 will be redeemable at our option, in whole or in part, at any time on or after March 15, 2007, at the redemption prices set forth herein, together with accrued and unpaid interest, if any, to the date of redemption. In addition, until March 15, 2005, we can redeem up to 25% of the original principal amount of the exchange notes and the previously registered $550.0 million aggregate principal amount of 8% senior subordinated notes due 2012 with the proceeds of public equity offerings of our company. See "Description of the Exchange Notes—Optional Redemption" on page 35.

Change of Control Offer	Upon the occurrence of a change of control, each holder of the exchange notes will have the right to require us to purchase all or a portion of that holder's exchange 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 our management and our affiliates that may adversely affect holders of the exchange notes do not constitute a change of control. A change of control will result in an event of default under our bank credit agreement, as amended, which consists of $725 million of revolving credit and incremental term loan facilities and could result in the acceleration of all indebtedness under the bank credit agreement, as amended, (which constitutes senior indebtedness and guarantor senior indebtedness). We might not be able to pay you the required price for exchange notes you present to us at the time of a change of control, because:
	•	we might not have enough funds at that time; or
	•	the terms of our senior debt may prevent us from paying.
	See "Description of the Exchange Notes—Certain Covenants—Purchase of Exchange Notes Upon a Change of Control" beginning on page 47.
Certain Indenture Provisions	The indenture governing the exchange notes will contain covenants limiting our (and our restricted subsidiaries') ability to:
	•	incur additional debt;
	•	pay dividends or distributions on our capital stock or repurchase our capital stock;
	•	issue stock of subsidiaries;
	•	make certain investments;
	•	create liens on our assets to secure debt;
	•	enter into transactions with affiliates;
	•	merge or consolidate with another company; and
	•	transfer and sell assets.
	These covenants are subject to a number of important limitations and exceptions. See "Description of the Exchange Notes—Certain Covenants" beginning on page 39.
Risk Factors	Investing in the exchange notes involves substantial risks. See the section entitled "Risk Factors" beginning on page 10 for a description of certain of the risks you should consider before investing in the exchange notes.

RISK FACTORS

This offering involves a high degree of risk. You should consider carefully the risks described below, together with the other information included in or incorporated by reference into this prospectus, before tendering original notes for exchange. If any of the following risks actually occur, our business, financial condition, operating results and prospects could be materially adversely affected, which in turn could adversely affect our ability to repay the exchange notes.

Risks Related to the Notes

If you fail to exchange your original notes for exchange notes, they will continue to be subject to the existing transfer restrictions and you may have difficulty selling them.

If you do not exchange your original notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your original notes described in the legend on your original notes. The restrictions on transfer of your original notes arise because we issued the original notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the original notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not intend to register the original notes under the Securities Act.

To the extent original notes are tendered and accepted in the exchange offer, a holder's ability to sell untendered original notes could be adversely affected. In addition, although the original notes have been designated for trading in the Private Offerings, Resale and Trading through Automatic Linkages ("PORTAL") market, to the extent that original notes are tendered and accepted in connection with the exchange offer, the trading market, if any, for the original notes would be adversely affected.

You may find it difficult to sell your exchange notes because there is no existing trading market for the exchange notes.

You may find it difficult to sell your exchange notes because an active trading market for the exchange notes may not develop. The exchange notes are being offered to the holders of the original notes. The original notes were issued on May 29, 2003 primarily to a small number of institutional investors. After the exchange offer, the trading market for the remaining untendered original notes could be adversely affected.

There is no existing trading market for the exchange notes and there is currently a limited trading market for the existing registered 8% senior subordinated notes due 2012. We do not intend to apply for listing or quotation of the exchange notes on any exchange, and so we do not know the extent to which investor interest will lead to the development of a trading market or how liquid that market might be. Although the initial purchasers of the original notes have informed us that they intend to make a market in the exchange notes, they are not obligated to do so, and any market-making may be discontinued at any time without notice. As a result, the market price of the exchange notes, as well as your ability to sell the exchange notes, could be adversely affected.

Some noteholders may be subject to registration and prospectus delivery requirements after the exchange offer and could be liable for violations of the securities laws if they do not comply with those requirements.

Based on certain no-action letters issued by the staff of the Commission, we believe that you may offer for resale, resell or otherwise transfer the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, if you are a broker-dealer or are deemed to be participating in a distribution of the exchange notes, then in some instances your exchange notes will not be freely tradable and you will remain obligated to comply with the registration

and prospectus delivery requirements of the Securities Act to transfer your exchange notes. In these cases, if you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes under the Securities Act, you may incur liability under the Securities Act. We do not and will not assume or indemnify you against this liability.

If you do not follow the exchange offer procedure you may not receive exchange notes, and you may have difficulty selling the original notes.

We will issue the exchange notes in exchange for your original notes only if you tender the original notes and deliver a properly completed and duly executed letter of transmittal and other required documents before expiration of the exchange offer. You should deliver the necessary documents so they arrive before the expiration of the exchange offer. We are not required to notify you of any defects or irregularities in your tender of original notes for exchange. If your notes are not tendered properly, you will continue to hold restricted securities and the registration rights for the notes will end. This may make it more difficult for you to sell the notes.

The ability of our subsidiaries to distribute funds to us may be limited, which could make it more difficult for us to repay your notes.

We conduct our operations through our direct and indirect wholly-owned subsidiaries. As a holding company, we own no significant assets other than our equity in our subsidiaries, and we are dependent upon the cash flow of our subsidiaries to meet our obligations. If our subsidiaries need to retain cash for operations, or because of statutory or contractual restrictions, we may not be able to make interest or principal payments when due to holders of the exchange notes or we may not be able to purchase the exchange notes upon a change of control. The exchange notes and the subsidiary guarantees effectively will be subordinated to all existing and future senior indebtedness and guarantor senior indebtedness and other liabilities and commitments of our non-guarantor subsidiaries.

You may not receive full payment on the exchange notes if our assets are insufficient to pay debt that is senior to the exchange notes.

The exchange notes rank junior to all of our senior debt and all senior debt of the guarantors. As a result, if we or a guarantor are declared bankrupt, become insolvent or are liquidated or reorganized, then any debt that ranks ahead of the exchange notes and the guarantees will be entitled to be paid in full before any payment may be made with respect to the exchange notes or under the guarantees. The exchange notes will be general unsecured obligations, and senior debt, including indebtedness under our bank credit agreement and other senior debt we may incur in the future, will be entitled to payment before the exchange notes. The exchange notes will also be effectively junior to any secured debt that we or the guarantors may have now or may incur in the future to the extent of the value of the assets securing that debt. Therefore, you may not receive all (and may not receive any) payment on the exchange notes in some circumstances even though holders of senior debt may receive all or a greater portion of the amounts due them.

The subordination provisions of the indenture will also provide that we can make no payment to you during the continuance of payment defaults on our senior debt, and payments to you may be suspended for a period of up to 179 days if a nonpayment default exists under our senior debt. See "Description of the Exchange Notes—Subordination," "Description of the Exchange Notes—Certain Covenants" and "Description of Outstanding Indebtedness" for additional information.

$72.0 million of senior indebtedness; and (4) we were able to borrow an additional $180.8 million under the bank credit agreement, as amended.

If there is a change in control of Sinclair that reduces the market value of your exchange notes, we may not have the funds necessary to repurchase your exchange notes as required by the indenture.

The indenture requires us to offer to repurchase your exchange notes at 101% of their principal amount if there is a change of control of Sinclair, but we may not have the funds necessary to do so. A change of control under the indenture governing the exchange notes would also constitute a change of control under the indentures governing each of our currently existing senior subordinated notes, and we would be required to offer to repurchase those notes at the same time. If we did not have or have access to sufficient funds to repurchase the exchange notes or any of our currently existing senior subordinated notes, then we would not be able to repurchase your notes, and the market value of your notes could go down. In fact, we expect that we would require third-party financing, but we cannot assure you that we would be able to obtain that financing on favorable terms or at all.

Our bank credit agreement also restricts our ability to repurchase the exchange notes, even when we are required to do so. In addition, a change of control will be an event of default under the bank credit agreement and could cause all of our debt to come due. We cannot assure you that we will have the financial resources to satisfy these payment obligations if triggered upon a change of control.

The guarantees may be released under certain circumstances, which could reduce the assets available to repay the exchange notes and make it less likely that we will be able to repay your notes.

If one or more of our subsidiaries is released as a guarantor of the exchange notes, the assets available to repay your notes may be reduced and it may be more difficult for us to repay your notes. If we sell, exchange or transfer the stock of a guarantor or substantially all of the assets of a guarantor to a non-affiliate, that guarantor will no longer be our subsidiary and the applicable guarantee will be released and the assets of the former guarantor will no longer be available to us for repayment of the exchange notes. Any guarantee of any of the guarantors may also be released if the guarantor no longer guarantees any of our other debt. If a guarantee is released in this way, although the former guarantor would remain our subsidiary, it would no longer have any obligation to pay any amounts due on the exchange notes or to provide us with funds for our payment obligations. In addition, our right to receive any assets of our non-guarantor subsidiaries upon their liquidation or reorganization, and therefore the rights of the noteholders to participate in those assets, will be structurally subordinated to the claims of the applicable non-guarantor subsidiary's creditors, so that the assets would not be available to repay your notes until these creditors had been satisfied.

Not all of our subsidiaries will guarantee the exchange notes, and your right to receive payments on the exchange notes will be subordinated to all of the liabilities of the non-guarantor subsidiaries.

Not all of our subsidiaries will guarantee the exchange notes, including any future subsidiaries that do not guarantee our senior indebtedness. If any of our non-guarantor subsidiaries becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of their indebtedness and their trade creditors will generally be entitled to payment on their claims from the assets of those subsidiaries before any of those assets are made available to us. Consequently, your claims in respect of the exchange notes will be effectively subordinated to all of the liabilities (including trade credit) of our non-guarantor subsidiaries.

If the guarantees of the exchange notes are held unenforceable because of fraudulent conveyance laws, the guarantors will not be required to repay your notes and it may be less likely that we will be able to repay your notes.

Fraudulent conveyance laws can be applied to prohibit the enforcement of obligations in some circumstances. If the guarantees were deemed unenforceable under these laws, you might not be repaid

amounts owed to you under the notes. The incurrence of the guarantees by the guarantors could be subject to review under U.S. federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy case or lawsuit is begun by or on behalf of unpaid creditors of the guarantors. Under these laws, a court could avoid the guarantee of the guarantor or subordinate the amounts owing under the guarantee to the guarantor's presently existing or future debt or take other actions detrimental to you. If a guarantee is avoided as a fraudulent conveyance or found to be unenforceable for any other reason, you will not have a claim against that guarantor and will only be a creditor of ours or any guarantor whose obligation was not set aside or found to be unenforceable. We have not separately obtained a solvency opinion in connection with this transaction.

Risks Related to Our Business

The Iraq War resulted in a decline in advertising revenues and negatively impacted our operating results. Future conflicts may have a similar effect.

The war in Iraq resulted in a reduction in advertising revenues as a result of uninterrupted news coverage and general economic uncertainty. During the first quarter 2003, we experienced $2.2 million in advertiser cancellations and preemptions. We cannot determine how long this reduction will last. The reduction has, however, resulted in lower earnings than we would have experienced without this disruption. If the United States becomes engaged in similar conflicts in the future, they may have a similar adverse impact on our results of operations.

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under these exchange notes.

As we describe in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-Q for the quarter ended March 31, 2003, which is incorporated in this prospectus, we have a high level of debt (totaling $1,558.5 million) compared to stockholders' equity of $207.9 million. Our relatively high level of debt poses the following risks to you and to Sinclair, particularly in periods of declining revenues:

•: We use a significant portion of our cash flow to pay principal and interest on our outstanding debt and to pay dividends on preferred stock, limiting the amount available for working capital, capital expenditures and other general corporate purposes.
•: Our lenders may not be as willing to lend additional amounts to us for future working capital needs, additional acquisitions, or other purposes.
•: The interest rate under the bank credit agreement, as amended, is a floating rate, and will increase if general interest rates increase. This will reduce the funds available to repay the exchange notes and our other debt and for operations and future business opportunities and will make us more vulnerable to the consequences of our leveraged capital structure.
•: We may be more vulnerable to adverse economic conditions than less leveraged competitors and thus less able to withstand competitive pressures.
•: If our cash flow were inadequate to make interest and principal payments, we might have to refinance our indebtedness or sell one or more of our stations to reduce debt service obligations.

Any of these events could reduce our ability to generate cash available for investment or debt repayment or to make improvements or respond to events that would enhance profitability. See "Description of Outstanding Indebtedness" for additional information.

We may be able to incur significantly more debt in the future, which will increase each of the foregoing risks related to our indebtedness.

At March 31, 2003, on an as adjusted basis, after giving effect to the May 2003 offering of the original notes, the May 2003 offering of convertible senior subordinated notes due 2018, the redemption of the HYTOPS and the application of excess proceeds to reduce indebtedness under the bank credit agreement, we had an additional $180.8 million available (subject to certain borrowing conditions) for additional borrowings under the bank credit agreement. In addition, under the terms of our debt instruments, we may be able to incur substantial additional indebtedness in the future, including additional senior debt and in some cases secured debt. Provided we meet certain financial and other covenants, the terms of the indenture governing the notes do not prohibit us from incurring such additional indebtedness. If we incur additional indebtedness, the risks described above relating to having substantial debt could intensify.

Our advertising revenue can vary substantially from period to period based on many factors beyond our control. This volatility affects our operating results and may reduce our ability to repay indebtedness or reduce the market value of our securities.

We rely on sales of advertising time for substantially all of our revenues and as a result, our operating results are sensitive to the amount of advertising revenue we generate. If we generate less revenue, it may be more difficult for us to repay our indebtedness and the value of all our business may decline. Our ability to sell advertising time depends on:

•: the health of the economy in the areas where our stations are located and in the nation as a whole;
•: the popularity of our programming;
•: changes in the makeup of the population in the areas where our stations are located;
•: pricing fluctuations in local and national advertising;
•: the activities of our competitors, including increased competition from other forms of advertising-based mediums, particularly network, cable television, direct satellite television, internet and radio;
•: the decreased demand for political advertising in non-election years; and
•: other factors that may be beyond our control.

As a result of the foregoing factors, our advertising revenue has decreased significantly from levels prior to 2001 and our revenues and earnings have been, and may continue to be, adversely affected.

Promises we have made to our lenders limit our ability to take actions that could increase the value of our securities or may require us to take actions that decrease the value of our securities.

Our existing financing agreements prevent us from taking certain actions and require us to meet certain tests. These restrictions and tests may require us to conduct our business in ways that make it more difficult for us to repay our indebtedness or decrease the value of our business. These restrictions and tests include the following:

•: Restrictions on additional debt,
•: Restrictions on our ability to pledge our assets as security for our indebtedness,
•: Restrictions on payment of dividends, the repurchase of stock and other payments relating to capital stock,
•: Restrictions on some sales of assets and the use of proceeds of asset sales,

•: Restrictions on mergers and other acquisitions, satisfaction of conditions for acquisitions, and a limit on the total amount of acquisitions without consent of bank lenders,
•: Restrictions on the type of businesses we and our subsidiaries may be in,
•: Restrictions on the type and amounts of investments we and our subsidiaries may make, and
•: Financial ratio and condition tests including the ratio of earnings before interest, taxes, depreciation and amortization, as adjusted (adjusted EBITDA) to total interest expense, the ratio of adjusted EBITDA to certain of our fixed expenses, and the ratio of indebtedness to adjusted EBITDA.

Future financing arrangements may contain additional restrictions and tests. All of these restrictive covenants may restrict our ability to pursue our business strategies, prevent us from taking action that could increase the value of our securities, or may require actions that decrease the value of our securities. In addition, we may fail to meet the tests and thereby default on one or more of our obligations (particularly if the economy continues to soften and thereby reduces our advertising revenues). If we default on our obligations, creditors could require immediate payment of the obligations or foreclose on collateral. If this happened, we could be forced to sell assets or take other action that would reduce significantly the value of our securities and we may not have sufficient assets or funds to pay our obligations under the exchange notes.

Key officers and directors have financial interests that are different and sometimes opposite to those of Sinclair and Sinclair may engage in transactions with these officers and directors that may benefit them to the detriment of other securityholders.

Some of our officers, directors and majority stockholders own stock or partnership interests in businesses that engage in television broadcasting, do business with us, or otherwise do business that conflicts with our interests. They may transact some business with us even when there is a conflict of interest or they may engage in business competitive to our business and those transactions may benefit the officers, directors or majority stockholders to the detriment of our other securityholders. David D. Smith, Frederick G. Smith, and J. Duncan Smith are each an officer and director of Sinclair, and Robert E. Smith is a director of Sinclair. Together, the Smiths hold shares of our common stock that control the outcome of most matters submitted to a vote of stockholders. The Smiths own a television station which is programmed pursuant to an LMA with us. The Smiths also own businesses that lease real property and tower space to us, buy advertising time from us, and engage in other transactions with us. In addition, Cunningham Broadcasting Corporation (formerly Glencairn, Ltd.) is a corporation owned by Carolyn C. Smith, the mother of the controlling stockholders and certain trusts established by Carolyn C. Smith (which own non-voting stock). Cunningham holds the licenses for certain television stations that we program under LMAs. We have an option to acquire the equity interests in Cunningham for a price based on the purchase price of Cunningham's stations. We have agreed that if we exercise the option we would either pay any liability under Cunningham's bank credit agreement or take any equity interests subject to the security interest held by the lender under that agreement. In addition, David D. Smith, our President and Chief Executive Officer, has a controlling interest in and is a member of the Board of Directors of Summa Holdings, Ltd., a company in which we hold a 17.5% equity interest and exercise significant influence over Summa by virtue of David D. Smith's board seat and our board seat. See "—Our investments in other businesses may not deliver the value we ascribe to them on our financial statements or reach our strategic objectives."

Maryland law and our financing agreements limit the extent to which our officers, directors and majority stockholders may transact business with us and pursue business opportunities that Sinclair might pursue. These limitations do not, however, prohibit all such transactions.

The Smiths exercise control over all matters submitted to a stockholder vote, and may have interests that differ from yours. They may therefore take actions that are not in the interests of other securityholders.

David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith hold shares representing almost 90% of the vote and therefore control the outcome of most matters submitted to a vote of stockholders, including, but not limited to, electing directors, adopting amendments to our certificate of incorporation and approving corporate transactions. The Smiths hold class B common stock, which generally has 10 votes per share. Our class A common stock has only one vote per share. Our other series of preferred stock generally do not have voting rights.

Circumstances may occur in which the interests of the Smiths, as the controlling equity holders, could be in conflict with the interests of the holders of the exchange notes and the Smiths would have the ability to cause Sinclair to take actions in their interest. In addition, the Smiths could pursue acquisitions, divestitures or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to the holders of the exchange notes. See "Security Ownership of Certain Beneficial Owners" in our Form 10-K, as amended, which is incorporated by reference in this prospectus.

Certain features of our capital structure that discourage others from attempting to acquire Sinclair may prevent our securityholders from receiving a premium on their securities or result in a lower price for our securities.

The control the Smiths have over stockholder votes may discourage other companies from trying to acquire us. In addition, our board of directors can issue additional shares of preferred stock with rights that might further discourage other companies from trying to acquire us. Anyone trying to acquire us would likely offer to pay more for shares of class A common stock than the amount those shares were trading for in market trades at the time of the offer. If the voting rights of the Smiths or the right to issue preferred stock discourage such takeover attempts, stockholders may be denied the opportunity to receive such a premium. The general level of prices for class A common stock might also be lower than it would be if these deterrents to takeovers did not exist.

We must purchase television programming in advance and may therefore incur programming costs that we cannot cover with revenue from the programs. If this happens, we could experience losses that make our securities less valuable.

One of our most significant costs is television programming and our ability to generate revenue to cover this cost may affect the value of our securities. If a particular program is not popular in relation to its costs, we may not be able to sell enough advertising time to cover the costs of the program. Since we generally purchase programming content from others rather than produce it ourselves, we also have little control over the costs of programming. We usually must purchase programming several years in advance, and may have to commit to purchase more than one year's worth of programming. Finally, we may replace programs that are doing poorly before we have recaptured any significant portion of the costs we incurred, or accounted fully for the costs on our books for financial reporting purposes. Any of these factors could reduce our revenues or otherwise cause our costs to escalate relative to revenues. These factors are exacerbated during a weak advertising market. Additionally, our business is subject to the popularity of the programs provided by the networks with which we have affiliation agreements or which provide us programming. Each of our affiliation groups experienced revenue increases in 2002, except for UPN affiliates, but this trend may not continue in the future.

We may lose a large amount of programming if a network terminates its affiliation with us, which could increase our costs and/or reduce our revenue.

Our affiliation agreements with three ABC stations have expired. In general, we continue to operate these stations as ABC affiliates and we do not believe ABC has any current plans to terminate the affiliation of any of these stations although we cannot assure you that ABC will not do so.

The non-renewal or termination of one or more of these or any of our other network affiliation agreements would result in us no longer being able to carry programming of the relevant network. This loss of programming would require us to obtain replacement programming, which may involve higher costs and which may not be as attractive to our target audiences, resulting in reduced revenues.

Competition from other broadcasters and changes in technology may cause a reduction in our advertising revenues and/or an increase in our operating costs.

The television industry is highly competitive and this competition can draw viewers and advertisers from our stations, which reduces our revenue, or require us to pay more for programming, which increases our costs. We face intense competition from the following:

New technology and the subdivision of markets. Cable providers and direct broadcast satellite companies are developing new techniques that allow them to transmit more channels on their existing equipment to highly targeted audiences, reducing the cost of creating channels and potentially leading to the division of the television industry into ever more specialized niche markets. Competitors who target programming to such sharply defined markets may gain an advantage over us for television advertising revenues. Lowering the cost of creating channels may also encourage new competitors to enter our markets and compete with us for advertising revenue. In addition, emerging technologies that will allow viewers to digitally record and play back television programming may decrease viewership of commercials and, as a result, lower our advertising revenues.

In-market competition. We also face more conventional competition from rivals that may be larger and have greater resources than we have. These include:

•: other local free over-the-air broadcast stations, and
•: other media, such as newspapers, periodicals and cable systems.

Deregulation. The FCC recently modified its broadcast ownership rules. The new rules, among other things: increase the number of stations a group may own nationally by increasing the audience reach cap from 35% to 45%; increase the number of stations an entity can own or control in many local markets; repeal the newspaper-broadcast limits and replace them with new general cross media limits which would permit owners of daily newspapers to own one or more television stations in the same market as the newspaper's city of publication in many markets; and repeal the radio-television cross ownership rules and replace them with new general cross media limits. While the new rules have yet to take effect, and currently Congress is examining these rules, if they become law broadcast station owners would be permitted to own more television stations, both locally and nationally, potentially affecting our competitive position. In addition, the FCC has reallocated a portion of the spectrum for new services including fixed and mobile wireless services and digital broadcast services. As a result of all these changes, new companies are able to enter our markets and compete with us.

The phased introduction of digital television will increase our costs, due to increased equipment and operational costs, and could have a variety of other adverse effects on our business.

The FCC has adopted rules for implementing digital (including high definition) television ("DTV") service in the United States. Under the rules, our stations are required to begin DTV operations over a transition period. In addition, we expect that the FCC will reclaim our non-digital channels at the end

of the transition period. We believe that the transition to DTV may have the following effects on us, which could increase our costs or reduce our revenue.

Conversion and programming costs. We expect to incur approximately $150.0 million in costs, of which we have incurred $106.5 million through March 31, 2003, to convert our stations from the current analog format to digital format. However, our costs may be higher than this estimate. We expect to continue to incur significant costs to convert our stations to digital format. In addition, we may incur additional costs to obtain programming for the additional channels made available by digital technology and higher utilities costs as a result of converting to digital operations. Increased revenues from the additional channels may not make up for the conversion cost and additional programming expenses.

Possible Sanctions. The FCC has adopted a series of graduated sanctions to be imposed upon licensees who do not meet the FCC's DTV build-out schedule. Some of our stations could face monetary fines and possible loss of any digital construction permits if they cannot comply with the DTV build-out schedule.

Reclamation of analog channels. Congress directed the FCC to auction analog channels when the current holders convert to digital transmission. In addition, the FCC has reallocated a portion of the spectrum band to permit both wireless services and to allow new broadcast operations. If the channels are owned or programmed by our competitors, they may exert increased competitive pressure on our operations.

Signal quality issues. Our signal quality under digital transmission may be lower relative to our competitors, and we may lose viewers and thereby lose revenue, or be forced to rely on cable television or other alternative means of transmission with higher costs to deliver our digital signals to all of the viewers we are able to reach with our current analog signals.

Digital must carry. If the FCC does not require cable companies to carry both analog and digital signals of stations during the digital transition period, cable customers in our broadcast markets may not receive our digital signal, which could negatively impact our stations by reducing revenue.

Subscription fees. The FCC has determined to assess a fee in the amount of 5% of gross revenues on digital television subscription services. If we provide subscription services and are unable to pass this cost through to our subscribers, this fee will reduce our earnings from any digital television subscription services we implement in the future.

Given this climate of market uncertainty and regulatory change, we cannot be sure what impact the FCC's actions might have on our plans and results in the area of digital television. See "Business—Federal Regulation of Television Broadcasting" included in our Form 10-K, as amended, incorporated herein by reference for additional information.

Federal regulation of the broadcasting industry limits our operating flexibility, which may affect our ability to generate revenue or reduce our costs.

The FCC regulates our business, just as it does all other companies in the broadcasting industry. We must ask the FCC's approval whenever we need a new license, seek to renew, or assign, or modify a license, purchase a new station, or transfer the control of one of our subsidiaries that holds a license. Our FCC licenses and those of the stations we program pursuant to LMAs are critical to our operations; we cannot operate without them. We cannot be certain that the FCC will renew these

licenses in the future, or approve new acquisitions. If licenses were not renewed or acquisitions approved, we may lose revenue that we otherwise could have earned.

In addition, Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters (including technological changes) that could, directly or indirectly, materially and adversely affect the operation and ownership of our broadcast properties. New federal legislation may limit our ability to conduct our business in ways that we believe would be advantageous and may thereby negatively affect our operating results.

The FCC's multiple ownership rules limit our ability to operate multiple television stations and may result in a reduction in our revenue or prevent us from reducing costs. The FCC recently announced changes to the multiple ownership rules that may threaten our existing strategic approach to certain television markets. These rules remain susceptible to changes as a result of either Petitions for Reconsideration or judicial appeals that may be brought by interested parties. In addition, the rules are currently the subject of certain legislation in the United States Congress which may result in changes to these new rules. We are unable to predict at this time the likelihood of success of any such actions and the impact that this might have on us and our operations.

General limitations.

The recently enacted FCC ownership rules limit us from having "attributable interests" in television stations that reach more than 45% (using a calculation method specified by the FCC) of all television households in the U.S. We reach approximately 24% of U.S. television households on an actual basis or, under the FCC's current method for calculating this limit, approximately 14%. The FCC has announced that they are continuing to study the continued relevancy and efficacy of the calculation method that reduces our actual reach of 24% to a deemed reach of 14%. If the FCC changes the calculation method, it is possible that in the future our ability to expand could be limited and this may prevent us from engaging in acquisitions that could increase our revenue or our operating margins.

Changes in the rules on television ownership and local marketing agreements.

Certain of our stations have entered into what have commonly been referred to as local marketing agreements or LMAs. One typical type of LMA is a programming agreement between two separately owned television stations serving the same market, whereby the licensee of one station programs substantial portions of the broadcast day and sells advertising time during such program segments on the other licensee's station subject to ultimate editorial and other controls being exercised by the latter licensee. We believe these arrangements allow us to increase operating margins and enhance profitability.

Although the duopoly rules recently enacted by the FCC allow us to continue to program most of the stations that we currently LMA or to buy these stations, in the absence of a waiver, the new rules would require us to terminate or modify three of our LMAs in markets where both the station we own and the station we LMA are ranked among the top four stations in their particular DMA. The FCC's new ownership rules include specific provisions permitting waivers of this "top four restriction" and we are currently studying the applicability of these rules to our markets.

If we are required to terminate or modify our LMAs, our business could be affected in the following ways:

Losses on investments. As part of our LMA arrangements, we own the non-license assets used by the stations with which we have LMAs. If LMA arrangements are no longer permitted, we would be forced to sell these assets, or find another use for them. If LMAs are prohibited, the market for such assets may not be as good as

when we purchased them and we would need to sell the assets to the owner or a purchaser of the related license assets. Therefore, we cannot be certain we will recoup our investments.

Termination penalties. If the FCC requires us to modify or terminate existing LMAs before the terms of the LMAs expire, or under certain circumstances, if we elect not to extend the term of the LMAs, we may be forced to pay termination penalties under the terms of some of our LMAs. Any such termination penalty could be material.

Failure of owner/licensee to exercise control.

The FCC requires the owner/licensee of a station to maintain independent control over the programming and operations of the station. As a result, the owners/licensees of the stations with which we have LMAs or outsourcing agreements can exert their control in ways that may be counter to our interests, including the right to preempt or terminate programming in certain instances.

These preemption and termination rights cause us some uncertainty that we will be able to air all of the programming that we have purchased, and therefore uncertainty about the advertising revenues we will receive from such programming.

In addition, if the FCC determines that the owner/licensee is not exercising sufficient control, it may penalize the owner/licensee by a fine, revocation of the license for the station or a denial of the renewal of the license.

Any one of these scenarios might result in a reduction of our cash flow and an increase in our operating costs or margins, especially the revocation of or denial of renewal of a license. In addition, penalties might also affect our qualifications to hold FCC licenses, and thus place those licenses at risk.

Under the new rules, radio station joint sales agreements or JSAs (agreements which typically authorize a station to sell advertising time on another station in return for a fee) are attributable and must be terminated within two years of the effective date of the rules unless the station providing the services can otherwise own the station under the new multiple ownership rules. While television JSAs are currently not attributable, the FCC has announced that it intends to issue a Notice of Proposed Rulemaking to seek comment on whether or not to make television JSAs attributable as well. Certain of our stations have entered into Outsourcing Agreements pursuant to which either one of our stations provides certain non-programming services (including sales services) to another station in the market or another in-market station provides such services to one of our stations. If these agreements are deemed to be similar to JSAs, and if television JSAs become attributable, we could be required to terminate our existing Outsourcing Agreements within a specified time period after the effective date of the FCC's decision.

We have lost money in three of the last five years, and may continue to do so indefinitely, which may impair our ability to pay our obligations under the exchange notes or to repurchase the exchange notes.

We have suffered net losses in three of the last five years. In 1999 and 2000, we reported earnings, but this was largely due to a gain on the sale of our radio stations. Our losses are due to a variety of cash and non-cash expenses which may or may not recur. Our net losses may therefore continue indefinitely and as a result, we may not have sufficient funds to pay our obligations under the exchange notes or to repurchase the exchange notes. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Form 10-K, as amended, incorporated herein by reference.

Our investments in other businesses may not deliver the value we ascribe to them on our financial statements or reach our strategic objectives.

Our strategy includes investing in and working with other businesses, including technology and internet-related businesses. In pursuit of this strategy, we made several investments in technology and internet-related businesses in 1999 and 2000. The stock prices of publicly-traded technology and internet-related companies generally declined dramatically since 2000, and specific businesses we have invested in have experienced substantial impairment of their value. As a result, we have written-off a substantial portion of our investments in these businesses. These write-offs include all of our $10.1 million investment in Acrodyne Communications, Inc., a manufacturer of television transmitters and other broadcast equipment. We cannot assure you that these investments will be worth the amount we currently ascribe to them on our financial statements, or that we will be able to develop services that are profitable for Sinclair or the businesses in which we have invested. If the businesses in which we have invested fail to succeed, we may lose as much as all of our remaining investment in the businesses. We may also spend additional funds and devote additional resources to these businesses (we recently invested an additional $1.0 million in Acrodyne), and these additional investments may also be lost.

In addition, we recently invested $20.0 million, representing approximately a 17.5% equity interest, in Summa Holdings, Ltd., a holding company that owns automobile dealerships, retail tire franchises and a leasing company, in which David D. Smith has a controlling interest. In contemplating the investment, we considered the historic and potential returns on equity. Additionally, under the terms of the agreement, Summa is committed to maintaining a certain amount of advertising with our stations. We will not be involved in the day-to-day management or operations of Summa, however, we will hold one board seat. There can be no assurances as to the future value of our investment in Summa. We may also invest additional funds and devote additional resources to Summa and these additional investments may also be lost.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This prospectus (including the documents incorporated by reference) 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 documents incorporated herein by reference. In addition, when used in this prospectus or the documents incorporated by reference, the words "intends to," "believes," "anticipates," "expects" and similar expressions are intended to identify forward looking statements. All forward looking statements involve risks, uncertainties and contingencies, many of which are beyond the control of Sinclair, which may cause actual results, performance or achievements to differ materially and adversely from anticipated results, performances or achievements. Factors that might affect such forward looking statements include, among other things:

•: the factors described in "Risk Factors" beginning on page 10 of this prospectus and under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Risk Factors" and elsewhere in our Form 10-K, as amended, which is incorporated by reference herein,
•: the impact of changes in national and regional economies,
•: volatility of programming costs,
•: market acceptance of new programming and our NewsCentral strategy,
•: the popularity of our programming,
•: successful integration of acquired television stations (including achievement of synergies and cost reductions),
•: successful execution of outsourcing agreements,
•: the effectiveness of new sales people,
•: our ability to attract and maintain our local and national advertising,
•: our ability to service our outstanding debt,
•: pricing and demand fluctuations in local and national advertising,
•: changes in the makeup of the population in the areas where our stations are located,
•: the activities of our competitors,
•: the effects of governmental regulation of broadcasting or changes in those regulations and court actions interpreting those regulations, and
•: our ability to maintain our affiliation agreements with the relevant networks.

All subsequent written and oral forward looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. We undertake no obligation to update forward looking statements to reflect developments or information obtained after the date on the cover page of this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. In consideration for issuing the exchange notes, we will receive in exchange the original notes of like principal amount, the terms of which are identical in all material respects to the exchange notes, except that the transfer restrictions and registration rights relating to the original notes do not apply to the exchange notes. The original notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any increase in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

On May 29, 2003, we issued and sold the original notes. We used the net proceeds from the offering, which were approximately $104.1 million, along with the net proceeds from the offering of $150.0 million aggregate principal amount of convertible senior subordinated notes due 2018, which were approximately $145.4 million, towards redemption of $200.0 million aggregate liquidation amount of outstanding 11⁵/8% high yield trust offered preferred securities (the "HYTOPS") of our subsidiary trust, Sinclair Capital, and to pay the related redemption premium and accrued interest. Of the remaining proceeds, we used approximately $26.0 million for general corporate purposes and approximately $12.0 to repay debt outstanding under our bank credit agreement.

RATIO OF EARNINGS TO FIXED CHARGES

The table below sets forth the ratio of earnings to fixed charges of Sinclair and its consolidated subsidiaries on a historical basis for each of the periods indicated:

Three Months Ended March 31,				Fiscal Year Ended December 31,
2003		2002		2002		2001		2000		1999		1998
(a)		(a)		(a)		(a)		(a)		(a)		(a)

(a): Earnings were inadequate to cover fixed charges for the three months ended March 31, 2003 and 2002 and for the years ended December 31, 2002, 2001, 2000, 1999 and 1998. Additional earnings of approximately $4.0 million and $1.3 million would have been required to cover fixed charges during the three months ended March 31, 2003 and 2002, respectively. Additional earnings of approximately $10.1 million, $187.4 million, $34.5 million, $21.5 million and $16.7 million would have been required to cover fixed charges in the years ended December 31, 2002, 2001, 2000, 1999 and 1998, respectively.

SELECTED CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data)

The table below includes summary historical consolidated financial information for our company. You should read the information below together with the other consolidated financial information incorporated by reference in this prospectus.

		Three Months Ended March 31,						Years Ended December 31,
		2003			2002			2002			2001			2000			1999			1998
Statement of Operations Data:
	Net broadcast revenues(a)	$	152,481		$	144,533		$	670,534		$	623,837		$	699,422		$	643,088		$	537,793
	Barter revenues		14,117			14,733			60,911			53,889			54,595			60,052			55,276
	Other operating divisions revenues		4,079			1,113			4,344			6,925			4,494			—			—

	Total revenues		170,677			160,379			735,789			684,651			758,511			703,140			593,069
	Station production expenses		36,754			33,761			140,060			142,696			149,048			140,651			106,206
	Station selling, general and administrative expenses		34,706			33,681			143,348			140,138			142,388			116,795			90,393
	Expenses recognized from station barter arrangements		12,905			12,842			54,567			48,159			48,543			54,463			49,805
	Depreciation and amortization(b)(c)		15,955			14,532			60,675			150,261			141,766			128,802			100,569
	Amortization of program contract costs and net realizable value adjustments		28,690			29,702			125,264			110,265			89,123			75,810			58,084
	Stock-based compensation		592			442			1,399			1,559			1,762			2,467			2,873
	Other operating divisions expenses		5,221			1,628			6,051			8,910			7,076			—			—
	Corporate general and administrative expenses		5,840			4,937			19,795			19,750			22,305			18,646			16,593
	Impairment and write down charge of long-lived assets		—			—			—			16,075			—			—			—
	Restructuring costs		—			—			—			3,700			—			—			—
	Contract termination costs		—			—			—			5,135			—			—			—
	Cumulative adjustment for change in assets held for sale		—			—			—			—			619			—			—

	Operating income		30,014			28,854			184,630			38,003			155,881			165,506			168,546
	Interest expense(c)		(29,802	)		(33,589	)		(126,500	)		(143,574	)		(152,219	)		(181,569	)		(141,704	)
	Subsidiary trust minority interest expense(d)		(5,973	)		(5,973	)		(23,890	)		(23,890	)		(23,890	)		(23,890	)		(23,923	)
	Gain (loss) on sale of broadcast assets		(20	)		(48	)		(478	)		204			—			(418	)		1,232
	Unrealized (loss) gain on derivative instrument		1,071			10,925			(30,939	)		(32,220	)		(296	)		15,747			(9,050	)
	Loss from extinguishment of debt		—			(1,120	)		15,362			22,010			—			—			18,433
	Loss related to investments		185			(1,527	)		(1,189	)		(7,616	)		(16,764	)		—			—
	Interest and other income		534			1,174			3,585			3,758			2,812			3,082			6,631

	Loss before income taxes		(3,991	)		(1,304	)		(10,143	)		(187,345	)		(34,476	)		(21,542	)		(16,701	)
	(Provision) benefit for income taxes		2,643			404			4,162			59,675			(3,355	)		(23,281	)		(23,441	)

	Loss from continuing operations		(1,348	)		(900	)		(5,981	)		(127,670	)		(37,831	)		(44,823	)		(40,142	)
	Net income (loss) from discontinued operations, net of related income taxes		—			(458	)		372			(52	)		6,932			20,235			16,980
	Gain on sale of broadcast assets, net of related income taxes		—			—			7,519			—			108,264			192,372			6,282
	Cumulative adjustment for change in accounting principle net of related income taxes		—			(566,404	)		(566,404	)		—			—			—			—

	Net (loss) income	$	(1,348	)	$	(567,762	)	$	(564,494	)	$	(127,722	)	$	77,365		$	167,784		$	(16,880	)

	Net (loss) income available to common shareholders	$	(3,936	)	$	(570,350	)	$	(574,844	)	$	(138,072	)	$	67,015		$	157,434		$	(27,230	)

Per Share Data:
	Basic loss per share from continuing operations	$	(0.05	)	$	(0.04	)	$	(0.19	)	$	(1.64	)	$	(0.53	)	$	(0.57	)	$	(0.54	)
	Basic earnings (loss) per share from discontinued operations	$	—		$	(0.01	)	$	0.09			—		$	1.26		$	2.20		$	0.25
	Basic loss per share from cumulative effect of accounting change	$	—		$	(6.67	)	$	(6.64	)		—			—			—			—
	Basic net income (loss) per share	$	(0.05	)	$	(6.72	)	$	(6.74	)	$	(1.64	)	$	0.73		$	1.63		$	(0.29	)
	Diluted loss per share from continuing operations	$	(0.05	)	$	(0.04	)	$	(0.19	)	$	(1.64	)	$	(0.53	)	$	(0.57	)	$	(0.54	)
	Diluted earnings (loss) per share from discontinued operations	$	—		$	(0.01	)	$	0.09			—		$	1.26		$	2.20		$	0.25
	Diluted loss per share from cumulative effect of accounting change	$	—		$	(6.67	)	$	(6.64	)		—			—			—			—
	Diluted net income (loss) per share	$	(0.05	)	$	(6.72	)	$	(6.74	)	$	(1.64	)	$	0.73		$	1.63		$	(0.29	)
Balance Sheet Data:
	Cash and cash equivalents	$	49,690		$	7,372		$	5,327		$	32,063		$	4,091		$	16,408		$	3,268
	Total assets		2,574,092			2,676,857			2,606,773			3,289,426			3,400,640			3,619,510			3,852,752
	Total debt(e)		1,558,531			1,614,654			1,551,970			1,685,630			1,616,426			1,792,339			2,327,221
	HYTOPS(f)		200,000			200,000			200,000			200,000			200,000			200,000			200,000
	Total stockholders' equity		207,893			254,903			211,180			771,960			912,530			974,917			816,043

(a): "Net broadcast revenues" are defined as broadcast revenues net of agency commissions.
(b): Depreciation and amortization includes depreciation and amortization of property and equipment and amortization of definite-lived intangible assets and other assets.
(c): Depreciation and amortization and interest expense amounts differ from prior presentations for the fiscal years ended December 31, 2000, 1999, and 1998. Previously the amortized costs associated with the issuance of indebtedness had been classified as depreciation and amortization instead of being classified as interest expense. Accordingly, we reclassified $3,313, $3,288 and $2,752 as interest expense for the fiscal years ended December 31, 2000, 1999 and 1998, respectively.
(d): Subsidiary trust minority interest expense represents the distributions on the HYTOPS and amortization of deferred finance costs. See footnote (f).
(e): "Total debt" is defined as long-term debt, net of unamortized discount, and capital lease obligations, including current portion thereof. Total debt does not include the HYTOPS or our preferred stock.
(f): HYTOPS represents our Obligated Mandatorily Redeemable Security of Subsidiary Trust Holding Solely KDSM Senior Debentures representing $200 million aggregate liquidation value.

THE EXCHANGE OFFER

Purpose and Effect

In connection with the sale of the original notes, we entered into registration rights agreements with the initial purchasers of the original notes. In those agreements, we agreed, among other things,

•: to use our best efforts to file under the Securities Act a registration statement relating to an offer to exchange the original notes for exchange notes with terms identical in all material respects (except as described below) to the terms of the original notes and
•: to use our best efforts to cause such registration statement to become effective.

The exchange offer is being made to satisfy our contractual obligations under the registration rights agreement.

The original notes provide, among other things, that,

(1): if an exchange offer registration statement is not filed by September 26, 2003, additional interest will become payable on the original notes at the rate of .50% per annum for the 90 days starting on September 27, 2003, and increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(2): if an exchange offer registration statement is not declared effective by November 25, 2003, additional interest will become payable on the original notes at the rate of .50% per annum for the 90 days starting November 29, 2003, and increasing by .25% per annum at the beginning of each subsequent 90-day period; and
(3): if we have not exchanged exchange notes for all original notes validly tendered prior to December 25, 2003, additional interest will become payable on the original notes at the rate of .50% per annum for the 90 days starting December 26, 2003, and increasing by .25% per annum at the beginning of each subsequent 90-day period.

The form and terms of the exchange notes are identical in all material respects to the form and terms of the original notes except that the exchange notes (1) have been registered under the Securities Act and therefore will not be subject to certain restrictions on transfer applicable to the original notes and (2) will not have registration rights or provide for any increase in the interest rate related to the obligation to register. See "Description of the Exchange Notes" and "Description of the Original Notes" for more information on the terms of the respective notes and the differences between them.

We are not making the exchange offer to, and will not accept tenders for exchange from, holders of original notes in any jurisdiction in which an 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 original notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose original notes are held of record by The Depository Trust Company ("DTC") who desires to deliver such original notes by book-entry transfer at DTC.

Terms of the Exchange

Upon the terms and conditions described in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offer, we hereby offer to exchange up to $100,000,000 aggregate principal amount of exchange notes for a like aggregate principal amount of original notes properly tendered on or prior to the expiration date (as defined below) and not properly withdrawn in accordance with the procedures described below. We will issue, promptly after the

expiration date, an aggregate principal amount of up to $100,000,000 of exchange notes in exchange for a like principal amount of outstanding original notes tendered and accepted in connection with the exchange offer. The exchange offer is not conditioned upon any minimum principal amount of original notes being tendered. As of the date of this prospectus $100,000,000 aggregate principal amount of the original notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about the date on the cover page of the prospectus to all holders of original notes known to us. Original notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any integral multiple of $1,000.

Holders of original notes do not have any appraisal or dissenters' rights in connection with the exchange offer. Original notes that are not tendered, 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—If you fail to exchange your original notes for exchange notes, they will continue to be subject to the existing transfer restrictions and you may have difficulty selling them" and "Description of the Original Notes." If any tendered original 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 such unaccepted original notes will be returned, without expense, to the tendering holder thereof promptly after the expiration date, or, if such unaccepted original 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 original 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 original 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 Sinclair does not make any recommendation to holders of original notes as to whether to tender or refrain from tendering all or any portion of their original notes pursuant to the exchange offer. In addition, no one has been authorized to make any such recommendation. Holders of original notes must make their own decision whether to tender pursuant to the exchange offer and, if so, the aggregate amount of original 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 , 2003 unless we extend the exchange offer (in which case the term "expiration date" shall mean the latest date and time to which the exchange offer is extended). In any event, we will hold the exchange offer open for at least twenty business days. We expressly reserve the right in our sole and absolute discretion, subject to applicable law, at any time and from time to time,

(1): to delay the acceptance of the original notes for exchange,
(2): to terminate the exchange offer (whether or not any original notes have theretofore been accepted for exchange) if we determine, in our reasonable 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,
(3): to extend the expiration date of the exchange offer and retain all original notes tendered pursuant to the exchange offer, subject, however, to the right of holders of original notes to withdraw their tendered original notes as described under "—Withdrawal Rights," and

(4): 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 that we determine constitutes a material change, or if we waive a material condition of the exchange offer, we will promptly disclose such amendment by means of a prospectus supplement that will be distributed to the registered holders of the original notes, and we 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 we may choose to make any public announcement and subject to applicable law, we 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 Exchange Notes

Upon the terms and subject to the conditions of the exchange offer, we will exchange, and will issue to the exchange agent, exchange notes for original 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 exchange notes in exchange for original notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of

(1): original notes or a book-entry confirmation of a book-entry transfer of original notes into the exchange agent's account at DTC,
(2): the letter of transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and
(3): any other documents required by the letter of transmittal.

The term "book-entry confirmation" means a timely confirmation of a book-entry transfer of original notes into the exchange agent's account at DTC.

Subject to the terms and conditions of the exchange offer, we will be deemed to have accepted for exchange, and thereby exchanged, original notes validly tendered and not withdrawn when, as and if we give oral or written notice to the exchange agent of our acceptance of such original notes for exchange pursuant to the exchange offer. The exchange agent will act as our agent for the purpose of receiving tenders of original notes, letters of transmittal and related documents, and as agent for tendering holders for the purpose of receiving original notes, letters of transmittal and related documents and transmitting exchange 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 original notes tendered pursuant to the exchange offer is delayed (whether before or after our acceptance for exchange of original notes) or we extend the exchange offer or are unable to accept for exchange or exchange original notes tendered pursuant to the exchange offer, then, without prejudice to our rights set forth herein, the exchange agent may, nevertheless, on our behalf and subject to Rule 14e-1(c) under the Exchange Act, retain tendered original notes and such original 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 original notes will warrant and agree in the letter of transmittal that it has full power and authority to tender, exchange, sell, assign and transfer original notes, that we will acquire good, marketable and unencumbered title to the tendered original notes, free and clear of all liens, restrictions, charges and encumbrances, and that the original 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 us or the exchange agent to be necessary or desirable to complete the exchange, sale, assignment, and transfer of the original notes tendered pursuant to the exchange offer.

Procedures for Tendering Original Notes

Valid Tender. Except as set forth below, in order for original notes to be validly tendered pursuant to the exchange offer, the exchange agent must receive a properly completed and duly executed letter of transmittal (or facsimile thereof), with any required signature guarantees and any other required documents at its address set forth under "—Exchange Agent," and either (1) the exchange agent must receive tendered original notes, or (2) such original notes must be tendered pursuant to the procedures for book-entry transfer set forth below and the exchange agent must receive a book-entry confirmation, in each case on or prior to the expiration date, or (3) the guaranteed delivery procedures set forth below must be complied with.

If less than all of the original notes delivered are tendered for exchange, a tendering holder should fill in the amount of original notes being tendered in the appropriate box on the letter of transmittal. The entire amount of original 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.

Book Entry Transfer. The exchange agent will establish an account with respect to the original 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 original notes by causing DTC to transfer such original notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfers. However, although delivery of original 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 original notes need not be endorsed and signature guarantees on the letter of transmittal are unnecessary unless (a) a certificate for the original 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 original 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 original notes pursuant to the exchange offer and the certificates for such original 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 original notes may nevertheless be tendered, provided that all of the following guaranteed delivery procedures are complied with:

(1): such tenders are made by or through an eligible institution;
(2): 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 the expiration date; and
(3): the certificates (or a book-entry confirmation) representing all tendered original 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 exchange notes in exchange for original 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 original notes, or of a book-entry confirmation with respect to such original 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 exchange notes might not be made to all tendering holders at the same time, and will depend upon when original notes, book-entry confirmations with respect to original notes and other required documents are received by the exchange agent.

Our acceptance of the tender of original notes tendered pursuant to any of the procedures described above will constitute a binding agreement between the tendering holder and us 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 original notes will be determined by us, in our sole discretion, which determination shall be final and binding on all parties. We reserve the absolute right, in our sole and absolute discretion, to reject any and all tenders determined by us not to be in proper form or the acceptance of which, or exchange for, may, in the view of our counsel, be unlawful. We also reserve 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 original notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders.

Our 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 original notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Neither we, our affiliates or assigns, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of original notes. Moreover, neither we, our affiliates or assigns, the exchange agent nor any other person will incur any liability for failing to give notification of any defect or irregularity.

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 us, proper evidence satisfactory to us, in our sole discretion, of such person's authority to so act must be submitted.

A beneficial owner of original 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 Exchange Notes

We are making the exchange offer in reliance on the position of the staff of the Commission in interpretive letters addressed to third parties in other transactions. However, we have not sought our own interpretive letter and there can be no assurance that the staff of the Commission would make a similar determination with respect to the exchange offer as it has in past interpretive letters to third parties. Based on these interpretations by the staff of the Commission, we believe that the exchange notes issued in the exchange offer for original notes may be offered for resale, resold or otherwise transferred by holders of the original notes without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•: the exchange notes are acquired in the ordinary course of the holders' business;
•: the holders have no arrangement or understanding with any person to participate in the distribution of the exchange notes; and
•: the holders are not "affiliates" of ours within the meaning of Rule 405 under the Securities Act.

Any holder who is an affiliate of ours or who intends to participate in the exchange offer for the purpose of distributing exchange notes or any broker-dealer who purchased original notes directly from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act:

•: cannot rely on the applicable interpretations of the staff of the Commission mentioned above;
•: will not be permitted or entitled to tender the original notes in the exchange offer; and
•: must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

A broker-dealer who holds original notes that were acquired for its own account as a result of market-making or other trading activities may be deemed to be an underwriter within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of exchange notes. Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where the original notes were acquired by a broker-dealer as a result of market-making activities or other trading activities must acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."

Withdrawal Rights

Except as otherwise provided herein, tenders of original 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 original notes to be withdrawn, the aggregate

principal amount of original notes to be withdrawn, and (if certificates for such original notes have been tendered) the name of the registered holder of the original notes as set forth on the original notes, if different from that of the person who tendered such original notes. If original notes have been delivered or otherwise identified to the exchange agent, then prior to the physical release of such original notes, the tendering holder must submit the serial numbers shown on the particular original notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of original notes tendered for the account of an eligible institution. If original notes have been tendered pursuant to the procedures for book-entry transfer set forth in "—Procedures for Tendering Original Notes," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of original 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 original notes may not be rescinded. Original 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 Original 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. Neither we, our affiliates or assigns, the exchange agent nor 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 original 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, we will not be required to accept for exchange, or to exchange, any original notes for any exchange notes, and may terminate the exchange offer (whether or not any original notes have theretofore been accepted for exchange) or may waive any conditions to or amend the exchange offer, if, in the opinion of our legal counsel, 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 we determine to amend the exchange offer and such amendment constitutes a material change to the exchange offer, we will promptly disclose such amendment by means of a prospectus supplement that will be distributed to the registered holders of the original notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

Exchange Agent

Wachovia Bank, National Association (formerly 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:

Wachovia Bank, National Association
c/o Wachovia Customer Information Center
1525 West W.T. Harris Boulevard
Charlotte, North Carolina 28262
Attn: Reorganization Department, 3C3-NC1153
Phone: (704) 590-7413
Facsimile: (704) 590-7628

Delivery to other than the above address or facsimile number will not constitute a valid delivery.

Fees and Expenses

We have 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. We 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 original notes, and in handling or tendering for their customers.

Holders who tender their original notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the original notes tendered, or if a transfer tax is imposed for any reason other than the exchange of original 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.

We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as of the original notes, which is face value, as reflected in our accounting records on the date of the exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expense related to the issuance of the exchange notes and of the exchange offer will be deferred and amortized over the term of the exchange notes.

DESCRIPTION OF THE EXCHANGE NOTES

We issued the original notes and will issue the exchange notes under an indenture, dated as of March 14, 2002, as supplemented by the First Supplemental Indenture dated as of July 26, 2002, the Second Supplemental Indenture dated as of November 8, 2002, the Third Supplemental Indenture dated as of January 17, 2003, the Fourth Supplemental Indenture dated as of May 9, 2003 and the Fifth Supplemental Indenture dated as of July 17, 2003 among Sinclair, the guarantors and Wachovia Bank, National Association (formerly First Union National Bank), as trustee (as amended or supplemented, the "Indenture"). The terms of the exchange notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939.

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." References in this section to "Sinclair", "we" and "our" refer to Sinclair Broadcast Group, Inc. without its subsidiaries, unless the context otherwise requires. Section references herein are to the Indenture. A copy of the form of Indenture will be made available upon request to Sinclair.

General

The exchange notes will mature on March 15, 2012, will initially be limited to $100,000,000 aggregate principal amount, and will be unsecured senior subordinated obligations of Sinclair. Each exchange note will bear interest at 8% per annum from the original issue date of the original note or from the most recent interest payment date to which interest has been paid, payable semiannually on September 15 and March 15 of each year, commencing September 15, 2003, to the Person in whose name the exchange note (or any predecessor exchange note) is registered at the close of business on the March 1 or September 1 next preceding such interest payment date.

The exchange notes will be guaranteed, fully and unconditionally and jointly and severally, on a senior subordinated basis by each of the guarantors, which consist of all but one of our subsidiaries that own or operate television stations and include all of our subsidiaries that have issued guarantees under the bank credit agreement, as amended. The issuer and the guarantors represented approximately 97% of our total assets as of March 31, 2003 and approximately 97% of our revenue, over 100% of our income from continuing operations before taxes and 99% of our cash flows from operating activities for the year ended March 31, 2003.

Principal of, premium, if any, and interest on the exchange notes will be payable, and the exchange notes will be exchangeable and transferable, at our office or agency maintained for such purposes (which initially will be the trustee under the Indenture); provided, however, that payment of interest may be made at our option by check mailed to the Person entitled to such interest as shown on the security register.

The exchange 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 exchange notes, except in certain circumstances for any tax or other governmental charge that may be imposed. (Section 306)

We may from time to time, without notice to or the consent of the holders of exchange notes, create and issue further exchange notes ranking equally with the exchange notes in all respects, subject to the limitations described under "Certain Covenants—Limitations on Indebtedness." Such further exchange notes may be consolidated and form a single series with the exchange notes, vote together with the exchange notes and have the same terms as to status, redemption or otherwise as the exchange

notes. References to exchange notes in this "Description of the Exchange Notes" include these additional exchange notes if they are in the same series, unless the context requires otherwise.

Optional Redemption

The exchange notes will be subject to redemption at any time on or after March 15, 2007, at our option, 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 March 15 of the years indicated below:

Redemption
Year Price

2007	104.000	%
2008	102.667	%
2009	101.333	%

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 March 15, 2005, we may redeem up to 25% of the principal amount of Notes issued under the Indenture with the net proceeds of a Public Equity Offering of Sinclair at 108.000% 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 Notes are to be redeemed, the Trustee shall select the exchange notes or portions thereof to be redeemed pro rata, by lot or by any other method the Trustee shall deem fair and reasonable. (Sections 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 exchange notes will be subordinated in right of payment, as set forth in the Indenture, 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 exchange notes will be senior subordinated indebtedness of Sinclair ranking pari passu with all other existing and future senior subordinated indebtedness of Sinclair and senior to all existing and future Subordinated Indebtedness of Sinclair. (Section 1201)

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 Sinclair's assets 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 exchange notes or on account of the purchase, redemption, defeasance or other acquisition of, the exchange 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 after which Sinclair shall resume making any and all required payments in respect of the exchange notes, including any missed payments.

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 Non-payment Default, no payment (other than payments previously made pursuant to the provisions described under "—Defeasance or Covenant Defeasance of Indenture") or distribution of any of Sinclair's assets of any kind or character (excluding certain permitted equity or subordinated securities) may be made by Sinclair on account of the principal of, premium, if any, or interest on, the exchange notes or on account of the purchase, redemption, defeasance or other acquisition of, the exchange 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 Sinclair from a representative of the holder of any Designated Senior Indebtedness and shall end on the earliest of

(1): 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 have been accelerated),
(2): 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
(3): 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 Sinclair or the Trustee from the representatives of holders of Designated Senior Indebtedness initiating such Payment Blockage Period.

When the Payment Blockage Period ends, in the case of clauses (1), (2) and (3), we shall promptly resume making any and all required payments in respect of the exchange notes, including any missed payments. In no event will a Payment Blockage Period extend beyond 179 days from the date of the receipt by Sinclair 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 exchange 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 we fail to make any payment on the exchange 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 exchange 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, relative to Sinclair or its assets, or any liquidation, dissolution or other winding up of Sinclair, 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 Sinclair, 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 exchange notes. (Section 1202)

By reason of such subordination, in the event of liquidation or insolvency, Sinclair's creditors who are holders of Senior Indebtedness may recover more, ratably, than the holders of the exchange notes, and funds which would be otherwise payable to the holders of the exchange 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 Sinclair may be unable to meet its obligations fully with respect to the exchange notes.

Each 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 Guarantees will be subordinated to Guarantor Senior Indebtedness to the same extent as the exchange notes are subordinated to Senior Indebtedness and during any period when payment on the exchange notes is blocked by Designated Senior Indebtedness, payment on the 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 Sinclair (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 exchange notes. Without limiting the generality of the foregoing, "Senior Indebtedness" shall include (1) 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 Sinclair from time to time owed to the lenders (or their agent) under the Bank Credit Agreement; provided, however, that any Indebtedness under any refinancing, refunding or replacement of the Bank Credit Agreement shall not constitute Senior Indebtedness to the extent that the Indebtedness thereunder is by its express terms subordinate to any other Indebtedness of Sinclair, (2) Indebtedness outstanding under the Founders' Notes and (3) Indebtedness under Interest Rate Agreements.

Notwithstanding the foregoing, "Senior Indebtedness" shall not include

(1): Indebtedness evidenced by the exchange notes,
(2): Indebtedness that is subordinate or junior in right of payment to any Indebtedness of Sinclair,
(3): Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 United States Code, is without recourse to Sinclair,
(4): Indebtedness which is represented by Disqualified Equity Interests,
(5): any liability for foreign, federal, state, local or other taxes owed or owing by Sinclair,
(6): Indebtedness of Sinclair to the extent such liability constitutes Indebtedness to a Subsidiary or any other Affiliate of Sinclair or any of such Affiliate's subsidiaries,
(7): that portion of any Indebtedness which at the time of issuance is issued in violation of the Indenture, and
(8): Indebtedness owed by Sinclair for compensation to employees or for services.

"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 Guarantee. Without limiting the generality of the foregoing, "Guarantor Senior Indebtedness" shall include (1) 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, (2) Indebtedness evidenced by any guarantee of the Founders' Notes and (3) Indebtedness under Interest Rate Agreements.

Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include

(1): Indebtedness evidenced by the Guarantees,
(2): Indebtedness that is subordinate or junior in right of payment to any Indebtedness of any Guarantor,
(3): Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 of the United States Code, is without recourse to any Guarantor,
(4): Indebtedness which is represented by Disqualified Equity Interests,
(5): any liability for foreign, federal, state, local or other taxes owed or owing by any Guarantor to the extent such liability constitutes Indebtedness,
(6): Indebtedness of any Guarantor to a Subsidiary or any other Affiliate of Sinclair or any of such Affiliate's subsidiaries,
(7): Indebtedness evidenced by any guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness,
(8): that portion of any Indebtedness which at the time of issuance is issued in violation of the Indenture, and
(9): Indebtedness owed by any Guarantor for compensation to employees or for services.

"Designated Senior Indebtedness" is defined as (1) all Senior Indebtedness outstanding under the Bank Credit Agreement and (2) 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 Sinclair.

As of March 31, 2003, on an as adjusted basis, after giving effect to the May 2003 offering of the original notes, the May 2003 offering of convertible senior subordinated notes due 2018, the redemption of the HYTOPS and the application of excess proceeds to reduce indebtedness under the bank credit agreement, (1) Sinclair had $547.4 million of Senior Indebtedness (which ranked senior to the exchange notes), all of which was guaranteed by the Guarantors on a senior basis; (2) Sinclair had $1,118.7 million of Senior Subordinated Indebtedness including the original notes (which ranked equal

to each other), all of which was guaranteed by the Guarantors on a senior subordinated basis; (3) the Guarantors had an additional $72.0 million of Senior Indebtedness which ranked senior to the Guarantees of the original notes; and (4) Sinclair was able to borrow an additional $180.8 million under Sinclair's Bank Credit Agreement, which would constitute Senior Indebtedness to which the original notes were subordinated and were guaranteed by the Guarantors on a senior basis. See "Risk Factors—You may not receive full payment on the exchange notes if our assets are insufficient to pay debt that is senior to the exchange notes." Sinclair 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.

Guarantees

The Guarantors will, fully and conditionally and jointly and severally, unconditionally guarantee the due and punctual payment of principal of, premium, if any, and interest on, the exchange notes. Such Guarantees will be subordinated to the Guarantor Senior Indebtedness. See "—Subordination."

As of March 31, 2003, on an as adjusted basis, after giving effect to the May 2003 offering of the original notes, the May 2003 offering of convertible senior subordinated notes due 2018, the redemption of the HYTOPS and the application of excess proceeds to reduce indebtedness under the bank credit agreement, the aggregate amount of Guarantor Senior Indebtedness that would have ranked senior in right of payment to the Guarantees would have been $619.3 million (including $547.4 million of outstanding indebtedness representing guarantees of Senior Indebtedness). Moreover, Sinclair would have been able to borrow an additional $180.8 million under the Bank Credit Agreement, which would constitute Guarantor Senior Indebtedness that would rank senior in right of payment to the Guarantees.

Under certain circumstances described under "—Certain Covenants—Limitation on Issuances of Guarantees of and Pledges for Indebtedness," we are required to cause the execution and delivery of additional Guarantees by Restricted Subsidiaries. (Section 1014)

In addition, upon any sale, exchange or transfer, to any Person not an Affiliate of Sinclair, of all of Sinclair'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 Guarantee.

The Guarantors consist of 107 of our existing Subsidiaries, including all but one of our Subsidiaries that own or operate television stations and all Subsidiaries that have issued guarantees under the Bank Credit Agreement. Sinclair and the Guarantors represented approximately 97% of our total assets as of March 31, 2003 and approximately 97% of our revenue, over 100% of our income continuing operations before taxes and 99% of our cash flows from operating activities for the year ended March 31, 2003.

Certain Covenants

The Indenture contains, among others, the following covenants:

Limitation on Indebtedness. We 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 Sinclair may incur Indebtedness and a Guarantor may incur Permitted Subsidiary Indebtedness if, in each case, the Debt to Operating Cash Flow Ratio of Sinclair and its Restricted Subsidiaries at the time of the incurrence of such Indebtedness, after giving pro forma effect thereto, is 7:1 or less.

The foregoing limitation will not apply to the incurrence of any of the following (collectively, "Permitted Indebtedness"):

(1): Indebtedness of Sinclair under the Bank Credit Agreement in an aggregate principal amount at any one time outstanding not to exceed amounts committed and undrawn as of the date of the Indenture under any revolving credit facility thereunder;
(2): Indebtedness of Sinclair pursuant to the exchange notes and Indebtedness of any Guarantor pursuant to a Guarantee;
(3): Indebtedness of any Guarantor consisting of a guarantee of Sinclair's Indebtedness under the Bank Credit Agreement;
(4): Indebtedness of Sinclair or any Restricted Subsidiary outstanding on the date of the Indenture and listed on a schedule thereto;
(5): Indebtedness of Sinclair owing to a Restricted Subsidiary; provided that any Indebtedness of Sinclair 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 exchange notes shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of Sinclair's obligations under the exchange 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 (5);
(6): Indebtedness of a Wholly Owned Restricted Subsidiary owing to Sinclair 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 Guarantee by such Wholly Owned Restricted Subsidiary shall become due and payable to the payment and performance of such Wholly Owned Restricted Subsidiary's obligations under its Guarantee; provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to Sinclair 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 (6) and (b) any transaction pursuant to which any Wholly Owned Restricted Subsidiary, which has Indebtedness owing to Sinclair 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 (6);
(7): guarantees of any Restricted Subsidiary made in accordance with the provisions of "—Limitation on Issuances of Guarantees of and Pledges for Indebtedness";
(8): obligations of Sinclair entered into in the ordinary course of business pursuant to Interest Rate Agreements designed to protect Sinclair against fluctuations in interest rates in respect of Sinclair's Indebtedness 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;
(9): any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a "refinancing") of any Indebtedness described in clauses (2), (3), (4) and (5) 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 Sinclair 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

(10): Indebtedness of Sinclair in addition to that described in clauses (1) through (9) above, and any renewals, extensions, substitutions, refinancings, or replacements of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness shall not exceed $25,000,000. (Section 1008)

Limitation on Restricted Payments. (a) We will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(1): declare or pay any dividend on, or make any distribution to holders of, any of Sinclair's Equity Interests (other than dividends or distributions payable solely in its Qualified Equity Interests);
(2): purchase, redeem or otherwise acquire or retire for value, directly or indirectly, any Equity Interest of Sinclair or any Affiliate thereof (except Equity Interests held by Sinclair or a Wholly Owned Restricted Subsidiary);
(3): 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;
(4): declare or pay any dividend or distribution on any Equity Interests of any Subsidiary to any Person (other than Sinclair or any of its Wholly Owned Restricted Subsidiaries);
(5): incur, create or assume any guarantee of Indebtedness of any Affiliate (other than a Wholly Owned Restricted Subsidiary of Sinclair); or
(6): make any Investment in any Person (other than any Permitted Investments)

(any of the foregoing payments described in clauses (1) through (6), 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 our Board of Directors, 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 Sinclair 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 Sinclair's Cumulative Operating Cash Flow less 1.4 times Sinclair's Cumulative Consolidated Interest Expense;
(B): the aggregate Net Cash Proceeds received after December 9, 1993 by Sinclair from capital contributions (other than from a Subsidiary) or from the issuance or sale (other than to any of our Subsidiaries) of our Qualified Equity Interests (except, in each case, to the extent such proceeds are used to purchase, redeem or otherwise retire Equity Interests or Subordinated Indebtedness as set forth below); and

(C): to the extent that any Investment constituting a Restricted Payment (including an Investment in an Unrestricted Subsidiary) that was made after the date of the Indenture is sold or is otherwise liquidated or repaid, 100% of the amount (to the extent not included in Cumulative Operating Cash Flow) equal to the Net Cash Proceeds or Fair Market Value of marketable securities received with respect to such Investment (less the cost of the disposition of such Investment and net of taxes).

(b) Notwithstanding the foregoing, and in the case of clauses (2) through (5) below, so long as there is no Default or Event of Default continuing, the foregoing provisions shall not prohibit the following actions (clauses (1) through (5) being referred to as "Permitted Payments"):

(1): 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;
(2): any transaction with an officer or director of Sinclair entered into in the ordinary course of business (including compensation or employee benefit arrangements with any officer or director of Sinclair);
(3): the repurchase, redemption, or other acquisition or retirement of any Equity Interests of Sinclair 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 Sinclair; 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;
(4): 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 Sinclair) of any Qualified Equity Interests of Sinclair, provided that the Net Cash Proceeds from the issuance of such Qualified Equity Interests are excluded from clause (2)(B) of paragraph (a) of this Section; and
(5): 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 Sinclair, as the case may be, provided that any such new Indebtedness (A) 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 Sinclair incurred in connection with such refinancing; (B) has an Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of the exchange notes; (C) has a Stated Maturity for its final scheduled principal payment later than the Stated Maturity for the final scheduled principal payment of the exchange notes; and (D) is expressly subordinated in right of payment to the exchange notes at least to the same extent as the Indebtedness to be refinanced. (Section 1009)

Limitation on Transactions with Affiliates. We will not, and will not permit any of our 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 Sinclair (other than Sinclair or a Wholly Owned Restricted Subsidiary) unless

(1): such transaction or series of transactions is in writing on terms that are no less favorable to Sinclair 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
(2): with respect to any transaction or series of transactions involving aggregate payments in excess of $1,000,000, we deliver an officers' certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1) above and such transaction or series of related transactions has been approved by a majority of the members of our 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
(3): 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 us 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 Sinclair entered into in the ordinary course of business (including compensation or employee benefit arrangements with any officer or director of Sinclair), (B) any transaction entered into by Sinclair or one of its Wholly Owned Restricted Subsidiaries with a Wholly Owned Restricted Subsidiary of Sinclair, and (C) transactions in existence on the date of the Indenture. (Section 1010)

Limitation on Senior Subordinated Indebtedness. We 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 Sinclair or such Guarantor, as the case may be, unless such Indebtedness is also pari passu with the exchange notes or the Guarantee of such Guarantor, or subordinate in right of payment to the exchange notes or such Guarantee to at least the same extent as the exchange notes or such Guarantee are subordinate in right of payment to Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, as set forth in the Indenture. (Section 1011)

Limitation on Liens. We 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 exchange 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 Sinclair 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) surveys, exceptions, title defects, encumbrances, reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph or telephone lines and other similar purposes or zoning or other restrictions as to the use of real property not interfering with the ordinary conduct of the business of Sinclair 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 Sinclair 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 Sinclair or any Subsidiary, in each 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 Sinclair 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) We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (1) at least 80% of the consideration from such Asset Sale (exclusive of assumed Senior Indebtedness to which we and our Restricted Subsidiaries have received a full and unconditional release from such liability in connection with such Asset Sale) is received in cash and (2) we 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 our 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 Sinclair 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 (1) and (2). Notwithstanding the foregoing, clause (1) 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 Sinclair 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 Sinclair 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 of Sinclair) 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 Sinclair 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, we shall apply the Excess Proceeds to the repayment of the exchange notes and any Pari Passu Indebtedness required to be repurchased under the instrument governing such Pari Passu Indebtedness as follows:

(A) we shall make an offer to purchase (an "Offer") from all holders of the exchange notes in accordance with the procedures set forth in the Indenture in the maximum principal amount (expressed as a multiple of $1,000) of exchange 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 exchange notes, and the denominator of which is the sum of the outstanding principal amount of the exchange notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price of all exchange notes tendered) and

(B) to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness, we 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 exchange 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 exchange notes tendered pursuant to the Offer is less than the Note Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased is less than the Pari Passu Debt Amount (the amount of such shortfall, if any, constituting a "Deficiency"), Sinclair shall use such Deficiency in the business of Sinclair and its Restricted Subsidiaries. Upon completion of the purchase of all the exchange 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 Sinclair exceed $5,000,000, such Excess Proceeds shall be set aside by Sinclair in a separate account pending (i) deposit with the depositary or a paying agent of the amount required to purchase the exchange notes or Pari Passu Indebtedness tendered in an Offer or a Pari Passu Offer, (ii) delivery by Sinclair of the Offered Price to the holders of the exchange 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 Sinclair 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. We shall be entitled to any interest or dividends accrued, earned or paid on such Temporary Cash Investments, provided that we shall not withdraw such interest from the separate account if an Event of Default has occurred and is continuing.

(e) If we become obligated to make an Offer pursuant to clause (c) above, the exchange notes shall be purchased by us, 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 us 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 exchange notes tendered.

(f) We 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) We 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 and 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 exchange notes than those existing on the date of the Indenture or (ii) any Senior Indebtedness and any Guarantor Senior Indebtedness) that would materially impair our ability to make an Offer to purchase the exchange notes or, if such Offer is made, to pay for the exchange notes tendered for purchase. (Section 1013)

Limitation on Issuances of Guarantees of and Pledges for Indebtedness. (a) We will not permit any Restricted Subsidiary, other than the Guarantors, directly or indirectly, to secure the payment of any of Sinclair's Senior Indebtedness and we 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 exchange 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 exchange 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 exchange notes are subordinated to Senior Indebtedness of Sinclair under the Indenture.

(b) We 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 of our Indebtedness (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 exchange notes on the same terms as the guarantee of such Indebtedness except that if the exchange 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 exchange notes are subordinated to such Indebtedness under the Indenture.

(c) Each guarantee created pursuant to the provisions described in the foregoing paragraph is referred to as a "Guarantee" and the issuer of each such Guarantee is referred to as a "Guarantor." Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary of the exchange notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon

(1) any sale, exchange or transfer, to any Person not an Affiliate of Sinclair, of all of Sinclair's Equity Interest in, or all or substantially all the assets of, such Restricted Subsidiary, which is in compliance with the Indenture or

(2) with respect to any Guarantees created after the date of the Indenture, the release by the holders of the Indebtedness of Sinclair 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 Sinclair 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. Sinclair and the Guarantors will not sell, convey, transfer or otherwise dispose of their respective assets or property to any of Sinclair'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 Sinclair shall not be considered "in the ordinary course of business." (Section 1015)

Purchase of Exchange Notes Upon a Change of Control. If a Change of Control shall occur at any time, then each holder of exchange notes shall have the right to require that we purchase such holder's exchange 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 exchange 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, we shall notify the Trustee thereof and give written notice of such Change of Control to each holder of exchange 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 Note not tendered will continue to accrue interest; that, unless we default in the payment of the purchase price, any exchange 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 exchange 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 we will have available funds sufficient to pay the Change of Control Purchase Price for all of the exchange notes that might be delivered by holders of the exchange notes seeking to accept the Change of Control Offer. 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. See "Description of Indebtedness—Bank Credit Agreement." Moreover, the Bank Credit Agreement prohibits the repurchase of the exchange notes by us. Our failure 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 quantitative test. As a consequence, in the event the holders of the exchange notes elected to exercise their rights under the Indenture and we 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 us to repurchase such holder's exchange notes upon a Change of Control may deter a third party from acquiring us in a transaction which constitutes a Change of Control.

"Change of Control" means the occurrence of either of the following events:

(1) 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 Sinclair, 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 Sinclair;

(2) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Sinclair (together with any new directors whose election to such Board or whose nomination for election by the shareholders of Sinclair, was approved by a vote of at least 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;

(3) Sinclair 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 Sinclair, in any such event pursuant to a transaction in which the outstanding Voting Stock of Sinclair is changed into or exchanged for cash, securities or other property, other than any such transaction where the outstanding Voting Stock of Sinclair is not changed or exchanged at all (except to the extent necessary to reflect a change in the jurisdiction of incorporation of Sinclair) or where (A) the outstanding Voting Stock of Sinclair 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 Sinclair 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

(4) Sinclair 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 (1) any of David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith; (2) family members or the relatives of the Persons described in clause (1); (3) any trusts created for the benefit of the Persons described in clauses (1), (2) or (4) or any trust for the benefit of any such trust; or (4) in the event of the incompetence or death of any of the Persons described in clauses (1) and (2), 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 Sinclair.

The provisions of the Indenture will not afford holders of exchange notes the right to require Sinclair to repurchase the exchange notes in the event of a highly leveraged transaction or certain transactions with Sinclair's management or its affiliates, including a reorganization, restructuring, merger or similar transaction (including, in certain circumstances, an acquisition of Sinclair by management or its Affiliates) involving Sinclair that may adversely affect holders of the exchange notes, if such transaction is not a transaction defined as a Change of Control. A transaction involving Sinclair's management or its Affiliates, or a transaction involving a recapitalization of Sinclair, will result in a Change of Control if it is the type of transaction specified by such definition. We 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. (Section 1016)

Limitation on Subsidiary Equity Interests. Sinclair will not permit any Restricted Subsidiary of Sinclair to issue any Equity Interests, except for (1) Equity Interests issued to and held by Sinclair or a Wholly Owned Restricted Subsidiary, and (2) 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. Sinclair 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 Sinclair to

(1): pay dividends or make any other distribution on its Equity Interests,
(2): pay any Indebtedness owed to Sinclair or a Restricted Subsidiary of Sinclair,
(3): make any Investment in Sinclair or a Restricted Subsidiary of Sinclair or
(4): transfer any of its properties or assets to Sinclair or any Restricted Subsidiary.

However, this covenant will not prohibit

(1): any encumbrance or restriction pursuant to an agreement in effect on the date of the Indenture and listed on a schedule thereto or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in the Indenture;
(2): any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of Sinclair on the date of the Indenture, in existence at the time such Person becomes a Restricted Subsidiary of Sinclair and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary;
(3): 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 (1) and (2), or in this clause (3), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the holders of the exchange 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
(4): any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under "—Limitation 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. We will not make, and will not permit any of our 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 (1) will be treated as the payment of a Restricted Payment in calculating the amount of Restricted Payments made by Sinclair and (2) may be made in cash or property. (Section 1019)

Provision of Financial Statements. The Indenture provides that, whether or not we are subject to Section 13(a) or 15(d) of the Exchange Act, we will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which we would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) if we were so subject, such documents to be filed with the Commission on or prior to the respective dates (the

"Required Filing Dates") by which we would have been required so to file such documents if we were so subject.

We will also in any event (x) within 15 days of each Required Filing Date (1) transmit by mail to all holders, as their names and addresses appear in the Note register, without cost to such holders and (2) file with the Trustee copies of the annual reports, quarterly reports and other documents which we would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if we were subject to such Sections and (y) if our filing such documents 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 our cost.

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

Sinclair 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 Sinclair 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:

(1): either (a) Sinclair shall be the continuing corporation or (b) the Person (if other than Sinclair) formed by such consolidation or into which Sinclair 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 Sinclair 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 Sinclair under the exchange notes and the Indenture and the registration rights agreement, and the Indenture and the registration rights agreement shall remain in full force and effect;
(2): immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(3): immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of Sinclair (or the Surviving Entity if Sinclair is not the continuing obligor under the Indenture) is equal to or greater than the Consolidated Net Worth of Sinclair immediately prior to such transaction;
(4): 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), Sinclair (or the Surviving Entity if Sinclair 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);

(5): 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 exchange notes;
(6): if any of the property or assets of Sinclair or any of its Subsidiaries would thereupon become subject to any Lien, the provisions of "—Certain Covenants—Limitation on Liens" are complied with; and
(7): Sinclair 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 Sinclair 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 Sinclair or any other Guarantor) or other entity, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets on a Consolidated basis to any entity (other than Sinclair or any other Guarantor) unless at the time and giving effect thereto:

(1) either (a) such Guarantor shall be the continuing corporation or (b) 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 exchange notes and the Indenture and the registration rights agreement;

(2) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(3) 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—Limitation 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—Limitation 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 Sinclair 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, Sinclair or such Guarantor, as the case may be, and Sinclair or such Guarantor, as the case may be, would be discharged from its obligations under the Indenture, the exchange notes or its Guarantee, as the case may be, and the registration rights agreements. (Section 802)

Events of Default

An Event of Default will occur under the Indenture if:

(1): there shall be a default in the payment of any interest on any Note when it becomes due and payable, and such default shall continue for a period of 30 days;
(2): there shall be a default in the payment of the principal of (or premium, if any, on) any Note at its Maturity (upon acceleration, optional or mandatory redemption, required repurchase or otherwise);
(3): (a) there shall be a default in the performance, or breach, of any covenant or agreement of Sinclair 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 (1) or (2) or in clause (b), (c) or (d) of this clause (3)) and such default or breach shall continue for a period of 30 days after written notice has been given, by certified mail, (x) to Sinclair by the Trustee or (y) to Sinclair and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding exchange notes; (b) there shall be a default in the performance or breach of the provisions described in "—Consolidation, Merger, Sale of Assets"; (c) Sinclair shall have failed to make or consummate an Offer in accordance with the provisions of "—Certain Covenants—Limitation on Sale of Assets"; or (d) Sinclair shall have failed to make or consummate a Change of Control Offer in accordance with the provisions of "—Certain Covenants—Purchase of Exchange Notes Upon a Change of Control;"
(4): one or more defaults shall have occurred under any agreements, indentures or instruments under which Sinclair, 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;
(5): any Guarantee shall for any reason cease to be, or be asserted in writing by any Guarantor or Sinclair 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 Guarantee;
(6): 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 Sinclair, 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;
(7): any holder or holders of at least $5,000,000 in aggregate principal amount of Indebtedness of Sinclair, 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 Sinclair, 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 Sinclair or any Restricted Subsidiary (including funds on deposit or held pursuant to lock-box and other similar arrangements);
(8): there shall have been the entry by a court of competent jurisdiction of (a) a decree or order for relief in respect of Sinclair, any Guarantor or any Restricted Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or (b) a decree or order adjudging

Sinclair, any Guarantor or any Restricted Subsidiary bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of or in respect of Sinclair, 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 Sinclair, 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

(9)

(a) Sinclair, 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): Sinclair, any Guarantor or any Restricted Subsidiary consents to the entry of a decree or order for relief in respect of Sinclair, 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): Sinclair, 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): Sinclair, 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 Sinclair, 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): Sinclair, any Guarantor or any Restricted Subsidiary takes any corporate action in furtherance of any such actions in this paragraph (9). (Section 501)

If an Event of Default (other than as specified in clauses (8) and (9) 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 exchange 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 exchange notes to be due and payable immediately by a notice in writing to us (and to the Trustee if given by the holders of the exchange 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 exchange notes by appropriate judicial proceeding. If an Event of Default specified in clause (8) or (9) of the prior paragraph occurs and is continuing, then all the exchange notes shall ipso facto become and be immediately due and payable, in an amount equal to the principal amount of the exchange notes, together with accrued and unpaid interest, if any, to the date the exchange 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 exchange notes, the holders of the exchange 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 exchange notes outstanding, by written notice to us and the Trustee, may rescind and annul such declaration if (a) we have paid or deposited with the Trustee a sum sufficient to pay (1) 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, (2) all overdue interest on all exchange notes, (3) the principal of and premium, if any, on any exchange notes which have become due otherwise than by such declaration of acceleration and interest thereon at a rate borne by the exchange notes and (4) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the exchange notes; and (b) all Events of Default, other than the non-payment of principal of the exchange 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 exchange notes outstanding may on behalf of the holders of all the exchange 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 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 Note outstanding. (Section 513)

We are also required to notify the Trustee within five business days of the occurrence of any Default. (Section 501) We are 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 exchange 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 Sinclair 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 the Indenture

Sinclair may, at its option, at any time, elect to have the obligations of Sinclair, each of the Guarantors and any other obligor upon the exchange notes discharged with respect to the outstanding exchange notes ("defeasance"). Such defeasance means that Sinclair, 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 exchange notes, except for

(1): the rights of holders of outstanding exchange notes to receive payments in respect of the principal of, premium, if any, and interest on such exchange notes when such payments are due,
(2): Sinclair's obligations with respect to the exchange notes concerning issuing temporary exchange notes, registration of exchange notes, mutilated, destroyed, lost or stolen exchange notes, and the maintenance of an office or agency for payment and money for security payments held in trust,
(3): the rights, powers, trusts, duties and immunities of the Trustee, and
(4): the defeasance provisions of the Indenture. In addition, Sinclair may, at its option and at any time, elect to have the obligations of Sinclair 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 exchange notes. In the event covenant defeasance 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 exchange notes. (Sections 401, 402 and 403)

In order to exercise either defeasance or covenant defeasance,

(1): we must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the exchange 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 exchange notes on the Stated Maturity of such principal or installment of principal or interest (or on any date after March 15, 2007 (such date being referred to as the "Defeasance Redemption Date"), if when exercising either defeasance or covenant defeasance, we have delivered to the Trustee an irrevocable notice to redeem all of the outstanding exchange notes on the Defeasance Redemption Date);
(2): in the case of defeasance, we shall have delivered to the Trustee an opinion of independent counsel in the United States stating that (A) we have 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 exchange 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;
(3): in the case of covenant defeasance, we shall have delivered to the Trustee an opinion of independent counsel in the United States to the effect that the holders of the outstanding exchange 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;
(4): no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as clause (8) or (9) 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;
(5): such defeasance or covenant defeasance shall not cause the Trustee for the exchange notes to have a conflicting interest with respect to any securities of Sinclair or any Guarantor;
(6): 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 we or any Guarantor is a party or by which it is bound;
(7): we 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;
(8): we shall have delivered to the Trustee an officers' certificate stating that the deposit was not made by us with the intent of preferring the holders of the exchange notes or any Guarantee

over the other creditors of Sinclair or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of Sinclair, any Guarantor or others;

(9): no event or condition shall exist that would prevent us from making payments of the principal of, premium, if any, and interest on the exchange notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and
(10): we 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 exchange notes, as expressly provided for in the Indenture) as to all outstanding exchange notes when

(a)

either

(1): all the exchange notes theretofore authenticated and delivered (except lost, stolen or destroyed exchange notes which have been replaced or paid) have been delivered to the Trustee for cancellation or
(2): all exchange notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable, or (b) will become due and payable at their Stated Maturity within one year, or (c) 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 Sinclair and Sinclair 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 exchange 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)

Sinclair or any Guarantor has paid or caused to be paid all other sums payable under the Indenture relating to the exchange notes by Sinclair or any Guarantor; and

(c)

Sinclair has delivered to the Trustee an officers' certificate and an opinion of counsel stating that (1) all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture relating to the exchange notes have been complied with and (2) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, the Indenture relating to the exchange notes or any other material agreement or instrument to which Sinclair or any Guarantor is a party or by which Sinclair or any Guarantor is bound. (Section 1301)

Modifications and Amendments

Modifications and amendments of the Indenture relating to the exchange notes may be made by Sinclair, any Guarantor and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding exchange notes; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding Note affected thereby:

(1): change the Stated Maturity of the principal of, or any installment of interest on, any 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

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) (other than provisions relating to the covenants set forth under "—Certain Covenants—Limitation on Sale of Assets);

(2): amend, change or modify the obligation of Sinclair to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with "—Certain Covenants—Purchase of Exchange Notes Upon a Change of Control," including amending, changing or modifying any definitions with respect thereto;
(3): reduce the percentage in principal amount of outstanding exchange notes, the consent of whose holders is required for any 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;
(4): 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 exchange notes required for such actions or to provide that certain other provisions of the Indenture relating to the exchange notes cannot be modified or waived without the consent of the holder of each Note affected thereby;
(5): except as otherwise permitted under "—Consolidation, Merger, Sale of Assets," consent to the assignment or transfer by Sinclair or any Guarantor of any of its rights and obligations under the Indenture; or
(6): amend or modify any of the provisions of the Indenture relating to the subordination of the exchange notes or any Guarantee in any manner adverse to the holders of the exchange notes or any Guarantee;

provided further, that no such modification or amendment may, without the consent of the holders of 66²/3% of the outstanding exchange notes affected thereby, amend, change or modify the obligation of Sinclair 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" including amending, changing or modifying any definitions with respect thereto. (Section 902)

Without the consent of any holders, Sinclair and the Guarantors, when authorized by a resolution of the board of directors, and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures or agreements, or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:

(1): to evidence the succession of another Person to Sinclair, any Guarantor or any other obligor upon the exchange notes, and the assumption by any such successor of the covenants of Sinclair or such Guarantor or obligor under the Indenture and in the exchange notes and in any Guarantee, in each case in compliance with the provisions of the Indenture,
(2): to add to the covenants of Sinclair, any Guarantor or any other obligor upon the exchange notes for the benefit of the holders, or to surrender any right or power conferred in the Indenture upon Sinclair, any Guarantor or any other obligor upon the exchange notes, as applicable, in the Indenture, in the exchange notes or in any Guarantee,
(3): to cure any ambiguity, to correct or supplement any provision in the Indenture which may be defective or inconsistent with any other provision in the Indenture or in any Guarantee, or to make any other provisions with respect to matters or questions arising under the Indenture, the exchange notes or any Guarantee; provided that, in each case, such provisions shall not adversely affect the interests of the holders,

(4): to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, as contemplated by the Indenture or otherwise,
(5): to add a Guarantor pursuant to the requirements under "Certain Covenants—Limitation on Issuances of Guarantees of and Pledges for Indebtedness",
(6): to evidence and provide the acceptance of the appointment of a successor trustee under the Indenture,
(7): to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders as additional security for the payment and performance of the Indenture obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Indenture or otherwise, or
(8): to provide for uncertificated exchange notes in place of or in addition to certificated exchange notes. The holders of a majority in aggregate principal amount of the exchange notes outstanding may waive compliance with certain restrictive covenants and provisions of the Indenture relating to the exchange notes. (Section 1022)

Governing Law

The Indenture, the exchange notes and the 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 exchange notes shall be made to The Depository Trust Company ("DTC"), which shall credit the relevant accounts at DTC on the applicable payment dates or, if the exchange notes are not held by DTC, such payments shall be made at the office or agency of the Paying Agent maintained for such purpose, or at our option, by check mailed to the address of the holder entitled thereto as such address shall appear on the Notes Register. The Paying Agent shall initially be Wachovia Bank, National Association (formerly First Union National Bank). The Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to us. In the event that Wachovia Bank, National Association chooses no longer to be the Paying Agent, we shall appoint a successor (which shall be a bank or trust company) acceptable to us to act as Paying Agent.

Registrar and Transfer Agent

Wachovia Bank, National Association (formerly First Union National Bank) will act as registrar and transfer agent for the exchange notes (the "Notes Registrar").

As described under "—Book-Entry Securities; The Depository Trust Company; Delivery and Form," so long as the exchange notes are in book-entry form, registration of transfers and exchanges of exchange notes will be made through Direct Participants and Indirect Participants in DTC. If physical certificates representing the exchange notes are issued, registration of transfers and exchanges of exchange notes will be effected without charge by or on behalf of Sinclair, but, in the case of a transfer, upon payment (with the giving of such indemnity as Sinclair may require) in respect of any tax or other governmental charges which may be imposed in relation to it.

Sinclair will not be required to register or cause to be registered any transfer of exchange notes during a period beginning 15 days prior to the mailing of notice of redemption of exchange notes and ending on the day of such mailing.

Book Entry Securities; The Depository Trust Company; Delivery and Form

Exchange notes will be issued only in fully registered form, without interest coupons, in denominations of $1,000 and integral multiples thereof. Exchange notes will not be issued in bearer form.

Exchange of Book-Entry Notes for Certificated Notes

A beneficial interest in a global mote may not be exchanged for a note in certificated form unless

(1): DTC (a) notifies us that it is unwilling or unable to continue as Depositary for the global note or (b) has ceased to be a clearing agency registered under the Exchange Act, and in either case we thereupon fail to appoint a successor Depositary within 90 days,
(2): we, at our option, notify the Trustee in writing that we elect to cause the issuance of the exchange notes in certificated form or
(3): there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to the exchange notes.

In all cases, certificated notes delivered in exchange for any global note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Any certificated note issued in exchange for an interest in a global note will bear the legend restricting transfers that is borne by such global note. Any such exchange will be effected through the DTC Deposit/Withdraw at Custodian system and an appropriate adjustment will be made in the records of the Security Registrar to reflect a decrease in the principal amount of the relevant global note.

Certain Book-Entry Procedures for Global Notes

The descriptions of the operations and procedures of DTC, Euroclear and Clearstream that follow are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We take no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that it is:

•: a limited purpose trust company organized under the laws of the State of New York,
•: 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 Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC was created to hold securities for its participants ("participants") and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").

DTC has advised us that its current practice, upon the issuance of each global note, is to credit, on its internal system, the respective principal amount of the individual beneficial interests represented by

such global note to the accounts with DTC of the participants through which such interests are to be held. Ownership of beneficial interest in the global notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominees (with respect to interest of participants) and the records of participants and indirect participants (with respect to interests of persons other than participants).

As long as DTC, or its nominee, is the registered Holder of a global note, DTC or such nominee, as the case may be, will be considered the sole owner and holder of the exchange notes represented by such global note for all purposes under the indenture and the exchange notes. Except in the limited circumstances described above under "—Exchanges of Book-Entry Notes for Certificated Notes," owners of beneficial interests in a global note will not be entitled to have any portions of such global note registered in their names, and will not receive or be entitled to receive physical delivery of exchange notes in definitive form and will not be considered the owners or holders of the global note (or any exchange notes represented thereby) under the indenture or the exchange notes. All interests in a global note, including those held through Euroclear or Clearstream, will be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream will also be subject to the procedures and requirements of such system.

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a global note to such persons may be limited to that extent. Because DTC can act only on behalf of its participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having beneficial interests in a global note to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. Payments of the principal, of, premium, if any, and interest on global notes will be made to DTC or its nominee as the registered owner thereof. Neither Sinclair, the Trustee nor any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest in the global notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest in respect of a global note representing any exchange notes held by it or its nominee, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note for such exchange notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in such global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in "street name." Such payments will be the responsibility of such participants. None of Sinclair or the Trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the exchange notes, and Sinclair and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the exchange notes for all purposes.

Except for trades involving only Euroclear and Clearstream participants, interests in the global notes will trade in DTC's Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Transfers between participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be affected in the ordinary way in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer and exchange restrictions applicable to the exchange notes described elsewhere herein, cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected by DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interest in the relevant global note in DTC, and making or receiving payment in accordance with normal procedures or same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global note from a DTC participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the DTC settlement date. Cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear or Clearstream participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC has advised us that it will take any action permitted to be taken by a holder of exchange notes only at the direction of one or more participants to whose accounts with DTC interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the exchange notes, DTC reserves the right to exchange the global notes for exchange notes in certificated form, and to distribute such exchange notes to its participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfer of beneficial ownership interests in the global notes among participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of Sinclair, the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear, Clearstream or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to or payments made on account of, beneficial ownership interests in global notes.

DESCRIPTION OF THE ORIGINAL NOTES

The terms of the original notes are identical in all material respects to those of the exchange notes, except that (1) the original notes have not been registered under the Securities Act, are subject to certain restrictions on transfer and are entitled to certain rights under the registration rights agreements (which rights will terminate upon consummation of the exchange offer, except under limited circumstances); and (2) the exchange notes will not provide for any additional interest as a result of our failure to fulfill certain registration obligations. Certain relevant terms of the registration rights agreements are described more fully below.

In the event that (1) due to a change in applicable law or current interpretations by the Commission, Sinclair and the guarantors are not permitted to effect the exchange offer for all of the notes, (2) the exchange offer is not for any other reason consummated by December 25, 2003, (3) any holder of the notes shall, within 30 days after consummation of the exchange offer, notify Sinclair and the guarantors that the holder (x) is prohibited by applicable law or SEC policy from participating in the exchange offer, (y) may not resell exchange 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 resales by that holder or (z) is a broker-dealer and holds notes acquired directly from Sinclair and the guarantors or an "affiliate" of Sinclair or any guarantor, or (4) at the request of either of the initial purchasers, then in addition to or in lieu of conducting the exchange offer, we will be required to file a registration statement (a "shelf registration statement") covering resales (a) by the holders of the notes in the event we are not permitted to effect the exchange offer pursuant to the foregoing clause (1) or the exchange offer is not consummated by December 25, 2003 pursuant to the foregoing clause (1) or (2) or (b) by the holders of notes with respect to which we receive notice pursuant to the foregoing clauses (3) or (4), and will use our 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. We shall, if we file a shelf registration statement, provide to each holder of the notes copies of the related prospectus and notify each such holder when the shelf registration statement has become effective. A holder that sells 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 agreements, we have agreed to use our best efforts to: (1) file the exchange offer registration statement or a shelf registration statement with the Commission as soon as practicable after the date of the indenture or notice from holders in the event of clauses (3) or (4) of the prior paragraph, (2) have such exchange offer registration statement or shelf registration statement declared effective by the Commission as soon as practicable after the filing thereof, and (3) commence the exchange offer and issue the exchange notes in exchange for all 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 notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement. Although we intend to file an exchange offer registration statement and, if applicable, a shelf registration statement as described above, there can be no assurance that any such registration statement will be filed or, if filed, that it will become effective with respect to each of the notes. Each holder of the notes, by virtue of becoming a holder, will be bound by the provisions of the registration rights agreements that may require the holder to furnish notice or other information to us as a condition to certain of our obligations to file a shelf registration statement by a particular date or to maintain its effectiveness for the prescribed two-year period.

If we fail to comply with the above provisions, we and the guarantors hereby jointly and severally agree to pay liquidated damages to each holder of notes or exchange notes that are subject to transfer restrictions as follows:

(1): if an exchange offer registration statement (or, in the event of a change in applicable law or due to current interpretations by the Commission, we are not permitted to effect the exchange offer, a shelf registration statement) is not filed by September 26, 2003, additional interest will become payable on the original notes at the rate of .50% per annum for the first 90 days starting on September 27, 2003 and increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(2): if an exchange offer registration statement or shelf registration statement is not declared effective by November 25, 2003, additional interest will become payable on the original notes at the rate of .50% per annum for the first 90 days starting November 26, 2003 and increasing by .25% per annum at the beginning of each subsequent 90-day period; and
(3): if we have not exchanged exchange notes for all original notes validly tendered prior to December 25, 2003 or, if applicable, a shelf registration statement has been declared effective and such shelf registration statement ceases to be effective prior to two years from its original effective date or such shorter period that will terminate when all of the exchange notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement, additional interest will become payable on the original notes at the rate of .50% per annum for the first 90 days starting December 26, 2003 and increasing by .25% per annum at the beginning of each subsequent 90-day period.

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 us or the initial purchasers upon request.

CERTAIN DEFINITIONS

"Acquired Indebtedness" means Indebtedness of a Person (1) existing at the time such Person becomes a Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.

"Affiliate" means, with respect to any specified Person, (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, (2) any other Person that owns, directly or indirectly, 5% or more of such Person's Equity Interests or any officer or director of any such Person or other Person or, with respect to any natural Person, any person having a relationship with such Person or other Person by blood, marriage or adoption not more remote than first cousin or (3) 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 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

(1): any Equity Interest of any Restricted Subsidiary;

(2): all or substantially all of the properties and assets of any division or line of business of the Company or its Restricted Subsidiaries; or
(3): 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 $10,000,000 in gross proceeds.

"Asset Swap" means an Asset Sale by the Company or any Restricted Subsidiary in exchange for properties or assets that will be used in the business of the Company and its Restricted Subsidiaries existing on the date of 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 (1) 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 (2) the sum of all such principal payments.

"Bank Credit Agreement" means Credit Agreement, dated as of May 28, 1998, 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 amended by Amendment No. 1 dated as of December 21, 1999 and Amendment No. 2 dated as of July 21, 2000, and as amended and restated pursuant to an Amendment and Restatement dated as of May 9, 2001, as amended by Amendment No. 1 dated as of October 30, 2001, and as such agreement may be further amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, 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" set forth in "—Certain Covenants—Limitation on 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." As a result of the replacement of the 1998 bank credit agreement by a new bank credit agreement in July 2002, for purposes of this prospectus, "Bank Credit Agreement" effectively refers to the Credit Agreement, dated as of July 15, 2002, between Sinclair, the subsidiaries of Sinclair identified on the signature pages thereof under the caption "SUBSIDIARY GUARANTORS," the lenders named therein and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as agent, as it may be amended from time to time.

"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 the State 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.

"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,

(1): amortization of debt discount,
(2): the net cost under interest rate contracts (including amortization of discounts),
(3): the interest portion of any deferred payment obligation and
(4): 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,

(1): all extraordinary gains but not losses (less all fees and expenses relating thereto),
(2): 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,
(3): 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,
(4): any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan,
(5): 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
(6): 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.

"Debt to Operating Cash Flow Ratio" means, as of any date of determination, the ratio of

(a)

the aggregate principal amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as of such date on a Consolidated basis plus the aggregate liquidation preference or redemption amount of all Disqualified Equity Interests of the Company (excluding any such Disqualified Equity Interests held by the Company or a Wholly Owned Restricted Subsidiary of the Company) to

(b)

Operating Cash Flow of the Company and its Restricted Subsidiaries on a Consolidated basis for the four most recent full fiscal quarters ending immediately prior to such date, determined on a pro forma basis (and after giving pro forma effect to

(1): 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;
(2): 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);
(3): in the case of Acquired Indebtedness, the related acquisition as if such acquisition had occurred at the beginning of such four-quarter period; and
(4): any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition had been consummated on the first day of such four-quarter period).

"Default" means any event which is, or after notice or passage of any time or both would be, an Event of Default.

"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 exchange notes or are redeemable at the option of the holder thereof at any time prior to any such Stated Maturity (other than upon a change of control of or sale of assets by the Company in circumstances where the holders of the exchange notes would have similar rights),

or are convertible into or exchangeable for debt securities at any time prior to any such Stated Maturity at the option of the holder thereof.

"Equity Interest" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person, including any Preferred Equity Interests.

"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.

"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 guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement

(1): to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness,
(2): 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,
(3): 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),
(4): 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
(5): 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 each of the Subsidiaries listed as guarantors in the Indenture or any other guarantor of the Indenture Obligations. The Guarantors include Chesapeake Television, Inc., a Maryland corporation, KSMO, Inc., a Maryland corporation, WCGV, Inc., a Maryland corporation, Sinclair Acquisition IV, Inc., a Maryland corporation, WLFL, Inc., a Maryland corporation, Sinclair Media I, Inc., a Maryland corporation, WSMH, Inc., a Maryland corporation, Sinclair Media II, Inc., a Maryland corporation, WSTR Licensee, Inc., a Maryland corporation, WGME, Inc., a Maryland corporation, Sinclair Media III, Inc., a Maryland corporation, WTTO, Inc., a Maryland corporation,

WTVZ, Inc., a Maryland corporation, WYZZ, Inc., a Maryland corporation, KOCB, Inc., an Oklahoma corporation, KSMO Licensee, Inc., a Delaware corporation, WDKY, Inc., a Delaware corporation, WYZZ Licensee, Inc., a Delaware corporation, KLGT, Inc., a Minnesota corporation, Sinclair Television Company II, Inc., a Delaware corporation, WSYX Licensee, Inc., a Maryland corporation, WGGB, Inc., a Maryland corporation, WTWC, Inc., a Maryland corporation, Sinclair Communications II, Inc., a Delaware corporation, Sinclair Holdings I, Inc., a Virginia corporation, Sinclair Holdings II, Inc., a Virginia corporation, Sinclair Holdings III, Inc., a Virginia corporation, Sinclair Television Company, Inc., a Delaware corporation, Sinclair Television of Buffalo, Inc., a Delaware corporation, Sinclair Television of Charleston, Inc., a Delaware corporation, Sinclair Television of Nashville, Inc., a Tennessee corporation, Sinclair Television of Nevada, Inc., a Nevada corporation, Sinclair Television of Tennessee, Inc., a Delaware corporation, Sinclair Television License Holder, Inc., a Nevada corporation, Sinclair Television of Dayton, Inc., a Delaware corporation, Sinclair Acquisition VII, Inc., a Maryland corporation, Sinclair Acquisition VIII, Inc., a Maryland corporation, Sinclair Acquisition IX, Inc., a Maryland corporation, Sinclair Acquisition X, Inc., a Maryland corporation, Sinclair Acquisition XI, Inc., a Maryland corporation, Sinclair Acquisition XII, Inc., a Delaware corporation, Sinclair Acquisition XIII, Inc., a Maryland corporation, Sinclair Acquisition XIV, Inc., a Maryland corporation, Sinclair Acquisition XV, Inc., a Maryland corporation, Montecito Broadcasting Corporation, a Delaware corporation, Channel 33, Inc., a Nevada corporation, WNYO, Inc., a Delaware corporation, New York Television, Inc., a Maryland corporation, Sinclair Properties, LLC, a Virginia limited liability company, Sinclair Properties II, LLC, a Virginia limited liability company, KBSI Licensee L.P., a Virginia limited partnership, KETK Licensee L.P., a Virginia limited partnership, WMMP Licensee L.P., a Virginia limited partnership, WSYT Licensee L.P., a Virginia limited partnership, WEMT Licensee L.P., a Virginia limited partnership, WKEF Licensee L.P., a Virginia limited partnership, WGME Licensee, LLC, a Maryland limited liability company, WICD Licensee, LLC, a Maryland limited liability company, WICS Licensee, LLC, a Maryland limited liability company, KGAN Licensee, LLC, a Maryland limited liability company, WSMH Licensee, LLC, a Maryland limited liability company, WPGH Licensee, LLC, a Maryland limited liability company, KDNL Licensee, LLC, a Maryland limited liability company, WCWB Licensee, LLC, a Maryland limited liability company, WTVZ Licensee, LLC, a Maryland limited liability company, Chesapeake Television Licensee, LLC, a Maryland limited liability company, KABB Licensee, LLC, a Maryland limited liability company, SCI-Sacramento Licensee, LLC, a Maryland limited liability company, WLOS Licensee, LLC, a Maryland limited liability company, KLGT Licensee, LLC, a Maryland limited liability company, WCGV Licensee, LLC, a Maryland limited liability company, SCI-Indiana Licensee, LLC, a Maryland limited liability company, KUPN Licensee, LLC, a Maryland limited liability company, WEAR Licensee, LLC, a Maryland limited liability company, WLFL Licensee, LLC, a Maryland limited liability company, WTTO Licensee, LLC, a Maryland limited liability company, WTWC Licensee, LLC, a Maryland limited liability company, WGGB Licensee, LLC, a Maryland limited liability company, KOCB Licensee, LLC, a Maryland limited liability company, WDKY Licensee, LLC, a Maryland limited liability company, KOKH Licensee, LLC, a Maryland limited liability company, WUPN Licensee, LLC, a Maryland limited liability company, WUXP Licensee, LLC, a Maryland limited liability company, WCHS Licensee, LLC, a Maryland limited liability company, Sinclair Finance, LLC, a Minnesota limited liability company, Birmingham (WABM-TV) Licensee, Inc., a Maryland corporation, Raleigh (WRDC-TV) Licensee, Inc., a Maryland corporation, San Antonio (KRRT-TV) Licensee, Inc., a Maryland corporation, WVTV Licensee, Inc., a Maryland corporation, WUHF Licensee, LLC, a Nevada limited liability company, WMSN Licensee, LLC, a Nevada limited liability company, WRLH Licensee, LLC, a Nevada limited liability company, WUTV Licensee, LLC, a Nevada limited liability company, WXLV Licensee, LLC, a Nevada limited liability company, WZTV Licensee, LLC, a Nevada limited liability company, WVAH Licensee, LLC, a Nevada limited liability company, WTAT Licensee, LLC, a Nevada limited liability company, WRGT Licensee, LLC, a Nevada limited liability company, Sinclair NewsCentral, LLC, a Maryland limited liability company, Sinclair Programming Company, LLC, a Maryland limited liability company, Sinclair Finance Holdings, LLC, a

Minnesota limited liability company, KOKH, LLC, a Nevada limited liability company, WRDC, LLC, a Nevada limited liability company, Sinclair Television Group, Inc., a Maryland corporation, Sinclair Communications, LLC, a Maryland limited liability company, KDSM, LLC, a Maryland limited liability company and KDSM Licensee, LLC, a Maryland limited liability company.

"Indebtedness" means, with respect to any Person, without duplication,

(1): 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,
(2): all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments,
(3): 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,
(4): all obligations under Interest Rate Agreements of such Person,
(5): all Capital Lease Obligations of such Person,
(6): all Indebtedness referred to in clauses (1) through (5) 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,
(7): all Guaranteed Debt of such Person,
(8): all Disqualified Equity Interests valued at the greater of their voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends, and
(9): any amendment, supplement, modification, deferral, renewal, extension, refunding or refinancing of any liability of the types referred to in clauses (1) through (8) above;

provided, however, that the term Indebtedness shall not include (1) any obligations of the Company and its Restricted Subsidiaries with respect to Film Contracts entered into in the ordinary course of business or (2) the $200 million aggregate liquidation value of the 11⁵/8% High Yield Trust Offered Preferred Securities of Sinclair Capital (the "HYTOPS") and any other similar instruments issued to replace or refinance the HYTOPS. The amount of Indebtedness of any Person at any date shall be, without duplication, the principal amount that would be shown on a balance sheet of such Person prepared as of such date in accordance with GAAP and the maximum determinable liability of any Guaranteed Debt referred to in clause (7) 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 exchange 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 Notes and the performance of all other obligations to the Trustee and the holders under the Indenture and the Notes, according to the terms thereof.

"Independent Director" means a director of the Company other than a director (1) 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 (2) 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 from time to time by one or more financial institutions: interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and any obligations in respect of any Hedging Agreements (as defined in the Bank Credit Agreement).

"Investments" means, with respect to any Person, directly or indirectly, any advance, loan (including guarantees), or other extension of credit or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, acquisition or ownership by such Person of any Equity Interests, bonds, notes, debentures or other securities or assets issued or owned by any other Person and all other items that would be classified as investments on a balance sheet prepared in accordance with GAAP.

"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

(1): obtains the right to sell at least a majority of the advertising inventory of a television station on behalf of a third party,
(2): purchases at least a majority of the air time of a television station to exhibit programming and sell advertising time,
(3): manages the selling operations of a television station with respect to at least a majority of the advertising inventory of such station,
(4): manages the acquisition of programming for a television station,
(5): acts as a program consultant for a television station, or
(6): manages the operation of a television station generally.

"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.

"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

(1): brokerage commissions and other reasonable fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale,
(2): provisions for all taxes payable as a result of such Asset Sale,
(3): payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties the subject of such Asset Sale,
(4): 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
(5): 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.

"Operating Cash Flow" means, for any period, the Consolidated Net Income (Loss) of the Company and its Restricted Subsidiaries for such period, plus (a) extraordinary net losses and net losses on sales of assets outside the ordinary course of business during such period, to the extent such losses were deducted in computing Consolidated Net Income (Loss), plus (b) provision for taxes based on income or profits, to the extent such provision for taxes was included in computing such Consolidated Net Income (Loss), and any provision for taxes utilized in computing the net losses under clause (a) hereof, plus (c) Consolidated Interest Expense of the Company and its Restricted Subsidiaries for such period, plus (d) depreciation, amortization and all other non-cash charges, to the extent such depreciation, amortization and other non-cash charges were deducted in computing such Consolidated Net Income (Loss)(including amortization of goodwill and other intangibles, including Film Contracts and write-downs of Film Contracts), minus (e) any cash payments contractually required to be made with respect to Film Contracts (to the extent not previously included in computing such Consolidated Net Income (Loss)).

"Pari Passu Indebtedness" means any Indebtedness of the Company or any Guarantor that is pari passu in right of payment to the Notes or any Guarantees, as the case may be.

"Permitted Investment" means

(1): Investments in any Wholly Owned Restricted Subsidiary;
(2): Indebtedness of the Company or a Restricted Subsidiary described under clauses (6) and (7) of the definition of "Permitted Indebtedness" set forth in "—Certain Covenants—Limitation on Indebtedness";
(3): Temporary Cash Investments;
(4): Investments acquired by the Company or any Restricted Subsidiary in connection with an Asset Sale permitted under "—Certain Covenants—Limitation on Sale of Assets," to the extent such Investments are non-cash proceeds as permitted under such covenant;
(5): guarantees of Indebtedness otherwise permitted by the Indenture;
(6): Investments in existence on the date of this Indenture;
(7): loans up to an aggregate of $1,000,000 outstanding at any time to employees pursuant to benefits available to the employees of the Company or any Restricted Subsidiary from time to time in the ordinary course of business;
(8): any Investments in the Securities;
(9): a Guarantee by any Guarantor and any other guarantee given by a Guarantor of any Indebtedness of the Company in accordance with this Indenture;
(10): 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
(11): other Investments that do not exceed $5,000,000 at any time outstanding.

"Permitted Subsidiary Indebtedness" means: (1) Indebtedness of any Guarantor under Capital Lease Obligations incurred in the ordinary course of business; and (2) 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 Interests 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.

"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 Notes or any Guarantee, as the case may be.

"Temporary Cash Investments" means

(1): 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,
(2): 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 ("S&P") or any successor rating agency,
(3): 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
(4): 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 (1) 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 (2) 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.

"Unrestricted Subsidiary Indebtedness" of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary (1) 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 (2) 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 Restricted Subsidiaries.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material U.S. federal income tax consequences, and in the case of a holder that is a Non-U.S. Holder (as defined below), certain federal estate tax consequences, (a) expected to result to holders whose original notes are exchanged for exchange notes in this exchange offer and (b) relevant to the acquisition, ownership and disposition of the exchange notes by persons who hold the notes as a capital asset within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (generally, property held for investment). This summary does not consider state, local or foreign tax laws. In addition, it does not include all of the rules which may affect the U.S. tax treatment of your investment in the notes. For example, special rules not discussed herein may apply to you if you are:

•: a broker-dealer or a dealer in securities or currencies;
•: an S corporation;
•: a bank, thrift or other financial institution;
•: a regulated investment company or a real estate investment trust;
•: an insurance company;
•: a tax-exempt organization;
•: subject to the alternative minimum tax provisions of the Internal Revenue Code;
•: holding the notes as a part of a hedge, straddle, conversion or other risk reduction or constructive sale transaction;
•: holding the notes through a partnership or similar pass-through entity;
•: a person with a "functional currency" other than the U.S. dollar; or

•: a U.S. expatriate.

The summary is based on the following materials, all as in effect on the date hereof:

•: the Internal Revenue Code;
•: the Treasury Regulations promulgated under the Internal Revenue Code, including temporary and proposed Treasury Regulations;
•: court decisions; and
•: administrative interpretations and practices of the Internal Revenue Service.

Legislation, judicial decisions, or administrative changes may be forthcoming that could affect the accuracy of the statements included in this summary, possibly on a retroactive basis. We have not requested, and do not plan to request, any ruling from the Internal Revenue Service concerning the tax consequences of the exchange of the original notes for the exchange notes or the purchase, ownership or disposition of the exchange notes. The statements set forth below are not binding on the Internal Revenue Service or any court. Thus, we can provide no assurance that the statements set forth below will not be challenged by the Internal Revenue Service, or that they would be sustained by a court if they were so challenged.

We urge you to consult your own tax advisor concerning the tax consequences to you of the exchange of the original notes for the exchange notes and of holding and disposing of the exchange notes, including the U.S. federal, state, local, foreign and other tax consequences and potential changes in the tax laws.

In addition, if we decide to create a modified holding company structure as described above in "Recent Developments—Potential Creation of Modified Holding Company Structure," STG rather than Sinclair will become the primary obligor on the notes. We believe that the transfer of assets to, and the assumption of the notes by, STG will be effected in a manner such that the change in obligor will not result in a deemed exchange of the notes for "new" notes for federal income tax purposes. If the assumption of the notes by STG were to result in such an exchange for federal income tax purposes, the tax consequences to you would depend on the facts relating to the transaction and your own individual circumstances. You should consult your tax advisor regarding the tax consequences that would apply in such a case. The remainder of this summary assumes that any assumption of the notes by STG will not result in such an exchange of the notes for federal income tax purposes.

Tax Consequences of the Exchange of Original Notes for Exchange Notes

The exchange of the original notes for the exchange notes in the exchange offer will not be treated as an "exchange" for federal income tax purposes because the exchange notes will not be considered to differ materially in kind or extent from the original notes. Accordingly, the exchange of original notes for exchange notes will not be a taxable event to holders for federal income tax purposes. Each exchange note will have the same tax attributes as the original note exchanged therefor, including the same issue price, adjusted issue price, adjusted tax basis and holding period. References below to "notes" apply equally to the exchange notes and the original notes.

Consequences to U.S. Holders

If you are a "U.S. Holder", as defined below, this section applies to you and summarizes certain U.S. federal income tax consequences of the ownership and disposition of the notes. Otherwise, the next section, "Non- U.S. Holders", applies to you. You are a "U.S. Holder" if you hold notes and you are:

•: a citizen or resident of the U.S.;

•: a corporation or other entity taxable as a corporation created or organized in or under the law of the U.S., any state thereof or the District of Columbia;
•: an estate the income of which is subject to U.S. federal income tax regardless of its source; or
•: a trust if either (i) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust was in existence on August 20, 1996, was treated as a U.S. person on that date and has elected to be treated as a U.S. person at all times thereafter.

If a partnership or other entity taxable as a partnership holds notes, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Partners in a partnership that holds notes should consult their own tax advisors concerning the particular tax consequences to them.

Pre-Issuance Accrued Interest

A portion of the purchase price of each original note upon initial issuance was attributable to interest that had accrued prior to the issue date of the original notes. We believe that a portion of the first interest payment equal to such amount should be treated as a return of the pre-issuance accrued interest to an initial holder of each note, rather than as interest payable on the note. If this position is respected, as will be assumed for purposes of the remainder of this summary, each initial holder's basis in the note would exclude the pre-issuance accrued interest and our payment of such amount would not be treated as taxable income to such an initial holder. Initial holders should consult their own tax advisors concerning the tax treatment of the pre-issuance accrued interest.

Payments of Interest

A U.S. Holder must generally include the interest on the notes in ordinary income:

•: when it accrues, if the U.S. Holder uses the accrual method of accounting for U.S. federal income tax purposes; or
•: when the U.S. Holder receives it, if the U.S. Holder uses the cash method of accounting for U.S. federal income tax purposes.

Market Discount

If a U.S. Holder acquires, after the original issue of the original notes, a note at a cost (excluding any amount attributable to previously accrued stated interest) that is less than the note's stated redemption price at maturity, the amount of such difference is treated as "market discount" for federal income tax purposes, unless such difference is less than .0025 multiplied by the stated redemption price at maturity multiplied by the number of complete years to maturity from the date of acquisition.

Under the market discount rules of the Internal Revenue Code, you are required to treat any gain on the sale, exchange, retirement or other disposition of a note as ordinary income to the extent of the accrued market discount that has not previously been included in income. If you dispose of a note with market discount in certain otherwise nontaxable transactions, you may be required to include accrued market discount as ordinary income as if you had sold the note at its then fair market value.

In general, the amount of market discount that has accrued is determined on a ratable basis. A U.S. Holder may, however, elect to determine the amount of accrued market discount on a constant yield to maturity basis. This election is made on a note-by-note basis and is irrevocable.

With respect to notes with market discount, you may not be allowed to deduct immediately a portion of the interest expense on any indebtedness incurred or continued to purchase or to carry the notes. A U.S. Holder may elect to include market discount in income currently as it accrues, in which case the interest deferral rule set forth in the preceding sentence will not apply. This election will apply to all debt instruments that a U.S. Holder acquires on or after the first day of the first taxable year to which the election applies and is irrevocable without the consent of the Internal Revenue Service. A U.S. Holder's tax basis in a note will be increased by the amount of market discount included in the holder's income under the election.

Amortizable Bond Premium

If you purchase a note for an amount (excluding any amount attributable to previously accrued stated interest) that exceeds the note's stated redemption price at maturity, you will generally be considered to have purchased the note with "amortizable bond premium" equal in amount to the excess. You may elect to amortize the bond premium over the term of the notes on a constant yield method as an offset to interest includible in income under your regular accounting method. In such case, your tax basis in your notes will be reduced by the amount of the allowable amortization. However, because of our rights to optionally redeem the notes during the period beginning on March 15, 2007 and ending on March 14, 2010 (see "Description of the Exchange Notes—Optional Redemption"), special rules apply that may result in the deferral of amortization of some of the bond premium based on the assumption that we will exercise our redemption rights so as to maximize the yield to the holders of notes. If such optional redemption rights expire unexercised, bond premium will generally be recalculated. If you elect to amortize bond premium, you should consult with your own tax advisor concerning the manner in which the bond premium will be amortized.

An election to amortize premium on a constant yield method will apply to all debt obligations held or subsequently acquired by you on or after the first day of the first taxable year to which the election applies. You may not revoke the election without the consent of the Internal Revenue Service. You should consult your own tax advisor before making this election.

Constant Yield Election

As an alternative to the above-described rules for including interest payments and market discount in income and amortizing bond premium, you may elect to include in gross income all interest that accrues on a note, including stated interest, market discount and adjustments for bond premium, on the constant yield method. If such an election were made, you would be deemed to have made an election to amortize bond premium, which as discussed above applies to all debt instruments held or subsequently acquired by you. Particularly for U.S. Holders who are on the cash method of accounting, a constant yield election may have the effect of causing you to include interest in income earlier than would be the case if no such election were made, and the election may not be revoked without the consent of the Internal Revenue Service. You should consult your own tax advisor before making this election.

Sale or Other Taxable Disposition of the Notes

A U.S. Holder must recognize taxable gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a note. The amount of the gain or loss equals the difference between the amount received for the note (in cash or other property, valued at fair market value), minus the amount, if any, attributable to accrued but unpaid interest on the note, minus the U.S. Holder's adjusted tax basis in the note. In the absence of a constant yield election, a U.S. Holder's tax basis in a note will generally equal the price paid for the note (excluding any amount attributable to previously accrued stated interest), increased by market discount that is included in income in respect of the note

and reduced by any amortizable bond premium in respect of the note which has been taken into account.

A U.S. Holder's gain or loss will generally be capital gain or loss except as described under "Market Discount" above. The capital gain or loss will be long-term capital gain or loss if the U.S. Holder has held the notes for more than one year. Otherwise, it will be short-term capital gain or loss. Payments attributable to accrued but unpaid interest which have not yet been included in income will generally be taxed as ordinary interest income. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

Information reporting and backup withholding may apply to payments of principal and interest on a note or the proceeds from the sale or other disposition of a note with respect to certain noncorporate U.S. Holders. Such U.S. Holders generally will be subject to backup withholding unless the U.S. Holder provides to the payor a correct taxpayer identification number and certain other information, certified under penalties of perjury, or otherwise establishes an exemption. Any amount withheld under the backup withholding rules may be credited against the U.S. Holder's federal income tax liability and any excess may be refunded if the proper information is provided to the Internal Revenue Service.

Consequences to Non-U.S. Holders

As used herein, a "Non-U.S. Holder" is a person or entity that, for U.S. federal income tax purposes, is not a U.S. Holder.

An individual may, subject to exceptions, be deemed to be a resident alien, as opposed to a non-resident alien, by among other ways being present in the United States:

•: on at least 31 days in the calendar year, and
•: for an aggregate of at least 183 days during a three-year period ending in the current calendar year, counting for such purposes all of the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year.

Resident aliens are subject to United States federal income tax as if they were United States citizens.

Payments of Interest

If you are a Non-U.S. Holder, interest paid to you will not be subject to U.S. federal income taxes or withholding taxes if the interest is not effectively connected with your conduct of a trade or business within the U.S. and you:

•: do not actually or constructively own a 10% or greater interest in our capital or profits;
•: are not a controlled foreign corporation with respect to which we are a "related person" within the meaning of section 864(d)(4) of the Internal Revenue Code;
•: are not a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of your trade or business; and
•: you provide appropriate certification.

You can generally meet the certification requirement by providing a properly executed Form W-8BEN or appropriate substitute form to us, or our paying agent. If you hold the notes through a financial institution or other agent acting on your behalf, you may be required to provide appropriate

documentation to your agent. Your agent will then generally be required to provide appropriate certifications to us or our paying agent, either directly or through other intermediaries. Special certification rules apply to foreign partnerships, estates, and trusts, and in certain circumstances certifications as to the foreign status of partners, trust owners, or beneficiaries may have to be provided to us or our paying agent.

If you do not qualify for an exemption under these rules, interest income from the notes may be subject to withholding tax at the rate of 30% (or lower applicable treaty rate) at the time it is paid. The payment of interest effectively connected with your U.S. trade or business, however, would not be subject to a 30% withholding tax if you provide us or our agent an adequate certification (currently on Form W-8ECI), but such interest would be subject to U.S. federal income tax on a net basis at the rates applicable to U.S. Holders. In addition, if you are a foreign corporation and the payment of interest is effectively connected with your U.S. trade or business, you may also be subject to a 30% (or lower applicable treaty rate) branch profits tax.

Sale or Other Taxable Disposition of Notes

If you are a Non-U.S. Holder, you generally will not be subject to U.S. federal income tax on any amount which constitutes capital gain upon retirement or disposition of a note, unless:

•: your investment in the note is effectively connected with your conduct of a U.S. trade or business; or
•: you are a nonresident alien individual and are present in the U.S. for 183 or more days in the taxable year within which such sale or other taxable disposition takes place and certain other requirements are met.

If you have a U.S. trade or business and your investment in a note is effectively connected with that trade or business, the payment of the sale proceeds with respect to the note would be subject to U.S. federal income tax on a net income basis at the rate applicable to U.S. Holders. In addition, a foreign corporation may be subject to a 30% (or lower applicable treaty rate) branch profits tax if its investment in the note is effectively connected with the foreign corporation's U.S. trade or business.

U.S. Federal Estate Tax

The U.S. federal estate tax will not apply to notes owned by you at the time of your death, provided that (a) you do not own actually or constructively (within the meaning of the Internal Revenue Code and the Treasury Regulations) 10% or more of the total combined voting power of all classes of our voting stock and (b) interest on the notes would not have been, if received at the time of your death, effectively connected with your conduct of a trade or business in the United States.

Backup Withholding and Information Reporting

No backup withholding or information reporting will generally be required with respect to interest paid to a Non-U.S. Holder of notes if the beneficial owner of the note provides the certification described above in "Non-U.S. Holders—Payments of Interest" or is an exempt recipient and, in each case, the payor does not have actual knowledge or reason to know that the beneficial owner is a U.S. Holder.

Information reporting requirements and backup withholding generally will not apply to any payments of the proceeds of the sale of a note effected outside the U.S. by a foreign office of a foreign broker (as defined in applicable Treasury Regulations). However, unless the foreign office of a broker has documentary evidence in its records that the beneficial owner is a Non-U.S. Holder and certain other conditions are met, or the beneficial owner otherwise establishes an exemption, information

reporting (but not backup withholding) will apply to any payment of the proceeds of the sale of a note effected outside the U.S. by such a broker if it:

•: is a U.S. person, as defined in the Internal Revenue Code;
•: derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the U.S.;
•: is a controlled foreign corporation for U.S. federal income tax purposes; or
•: is a foreign partnership that, at any time during its taxable year, has 50% or more of its income or capital interests owned by U.S. persons or is engaged in the conduct of a U.S. trade or business.

Payments of the proceeds of any sale of a note effected by the U.S. office of a broker will be subject to information reporting and backup withholding requirements, unless the beneficial owner of the note provides the certification described above in "Non-U.S. Holders—Payments of Interest" or otherwise establishes an exemption.

If you are a Non-U.S. Holder of notes, you should consult your tax advisor regarding the application of information reporting and backup withholding in your particular situation, the availability of an exemption therefrom and the procedures for obtaining the exemption, if available. Any amounts withheld from payment to you under the backup withholding rules will be allowed as a refund or credit against your federal income tax liability, provided that the required information is furnished to the Internal Revenue Service.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange 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 exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealers during the period referred to below in connection with resales of exchange notes received in exchange for original notes if such original notes were acquired by such broker-dealers for their own accounts as a result of marketing-making activities or other trading activities. We have agreed that this prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealers in connection with resales of such exchange notes for a period ending 180 days after the expiration date of the applicable exchange offer, or, if earlier, when all such exchange notes of the series subject to such exchange offer have been disposed of by such broker-dealers.

We will not receive any proceeds from the issuance of exchange notes in the exchange offer or from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts 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 exchange 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 exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account in connection with the exchange offers and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit on any such resale of exchange notes 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.

LEGAL MATTERS

The validity of the exchange notes being offered hereby and certain other legal matters regarding the exchange notes will be passed upon for Sinclair by Wilmer, Cutler & Pickering, Baltimore, Maryland, special counsel to Sinclair.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedules included in our Annual Report on Form 10-K for the year ended December 31, 2002, as amended, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. The financial statements and schedules audited by Ernst & Young LLP have been incorporated by reference in reliance on their report given on their authority as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Articles of Amendment and Restatement and By-Laws of Sinclair state that Sinclair shall indemnify, and advance expenses to, its directors and officers whether serving Sinclair 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 Sinclair 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 Sinclair, 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 Sinclair 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 Sinclair.

Sinclair has also entered into indemnification agreements with certain officers and directors which provide that Sinclair 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.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The exhibit index is incorporated by reference in this registration statement.

II-1

ITEM 22. UNDERTAKINGS.

Each of the undersigned registrants hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a): To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");
(b): 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;
(c): 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;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2): That, for the purpose of determining any liability under the Securities Act, 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.
(3): To remove from registration by means of a post-effective amendment any of the notes being registered which remain unsold at the termination of the offering.

That, for purposes of determining any liability under the Securities Act, 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.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the

II-2

question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each of the undersigned registrants 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 S-4, 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hunt Valley, State of Maryland on July 31, 2003.

		SINCLAIR BROADCAST GROUP, INC.
		By:		/s/ DAVID D. SMITH
				David D. Smith Chief Executive Officer and President
		GUARANTORS
		CHESAPEAKE TELEVISION, INC.
		KSMO, INC.
		WCGV, INC.
		SINCLAIR ACQUISITION IV, INC.
		WLFL, INC.
		SINCLAIR MEDIA I, INC.
		WSMH, INC.
		SINCLAIR MEDIA II, INC.
		WSTR LICENSEE, INC.
		WGME, INC.
		SINCLAIR MEDIA III, INC.
		WTTO, INC.
		WTVZ, INC.
		WYZZ, INC.
		KOCB, INC.
		KSMO LICENSEE, INC.
		WDKY, INC.
		WYZZ LICENSEE, INC.
		KLGT, INC.
		SINCLAIR TELEVISION COMPANY II, INC.
		WSYX LICENSEE, INC.
		WGGB, INC.
		WTWC, INC.
		SINCLAIR COMMUNICATIONS II, INC.
		SINCLAIR HOLDINGS I, INC.
		SINCLAIR HOLDINGS II, INC.
		SINCLAIR HOLDINGS III, INC.
		SINCLAIR TELEVISION COMPANY, INC.
		SINCLAIR TELEVISION OF BUFFALO, INC.
		SINCLAIR TELEVISION OF CHARLESTON, INC.
		SINCLAIR TELEVISION OF NASHVILLE, INC.
		SINCLAIR TELEVISION OF NEVADA, INC.
		SINCLAIR TELEVISION OF TENNESSEE, INC.
		SINCLAIR TELEVISION LICENSE HOLDER, INC.
		SINCLAIR TELEVISION OF DAYTON, INC.
		SINCLAIR ACQUISITION VII, INC.

		SINCLAIR ACQUISITION VIII, INC.
		SINCLAIR ACQUISITION IX, INC.
		SINCLAIR ACQUISITION X, INC.
		SINCLAIR ACQUISITION XI, INC.
		SINCLAIR ACQUISITION XII, INC.
		MONTECITO BROADCASTING CORPORATION
		CHANNEL 33, INC.
		WNYO, INC.
		NEW YORK TELEVISION, INC.
		BIRMINGHAM (WABM-TV) LICENSEE, INC.
		RALEIGH (WRDC-TV) LICENSEE, INC.
		SAN ANTONIO (KRRT-TV) LICENSEE, INC.
		WVTV LICENSEE, INC.
		SINCLAIR ACQUISITION XIII, INC.
		SINCLAIR ACQUISITION XIV, INC.
		SINCLAIR ACQUISITION XV, INC.
		SINCLAIR TELEVISION GROUP, INC.
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary (as to all)
		SINCLAIR PROPERTIES, LLC
		SINCLAIR PROPERTIES II, LLC
		By:		/s/ DAVID D. SMITH
				David D. Smith Manager (as to both)
		By:		/s/ DAVID B. AMY
				David B. Amy Manager (as to both)
		KBSI LICENSEE L.P.
		KETK LICENSEE L.P.
		WMMP LICENSEE L.P.
		WSYT LICENSEE L.P.
		By:		Sinclair Properties, LLC, General Partner
		By:		/s/ DAVID B. AMY
				David B. Amy Manager

		WEMT LICENSEE L.P.
		WKEF LICENSEE L.P.
		By:		Sinclair Properties II, LLC, General Partner
		By:		/s/ DAVID B. AMY
				David B. Amy Manager
		WGME LICENSEE LLC
		By:		WGME, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		WICD LICENSEE, LLC
		WICS LICENSEE, LLC
		KGAN LICENSEE, LLC
		By:		Sinclair Acquisition IV, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		WSMH LICENSEE, LLC
		By:		WSMH, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary

		WPGH LICENSEE, LLC
		KDNL LICENSEE, LLC
		WCWB LICENSEE, LLC
		By:		Sinclair Media I, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		WTVZ LICENSEE, LLC
		By:		WTVZ, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		CHESAPEAKE TELEVISION LICENSEE, LLC
		KABB LICENSEE, LLC
		SCI-SACRAMENTO LICENSEE, LLC
		WLOS LICENSEE, LLC
		By:		Chesapeake Television, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		KLGT LICENSEE, LLC
		By:		KLGT, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary

		WCGV LICENSEE, LLC
		By:		WCGV, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		SCI-INDIANA LICENSEE, LLC
		KUPN LICENSEE, LLC
		WEAR LICENSEE, LLC
		By:		Sinclair Media II, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		WLFL LICENSEE, LLC
		WRDC, LLC
		By:		WLFL, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		WTTO LICENSEE, LLC
		By:		WTTO, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		WTWC LICENSEE, LLC
		By:		WTWC, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary

		WGGB LICENSEE, LLC
		By:		WGGB, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		KOCB LICENSEE, LLC
		By:		KOCB, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		WDKY LICENSEE, LLC
		KOKH, LLC
		By:		WDKY, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		KOKH LICENSEE, LLC
		By:		KOKH, LLC, Member
		By:		WDKY, Inc., Member of KOKH, LLC
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary

		WUPN LICENSEE, LLC
		WUTV LICENSEE, LLC
		WXLV LICENSEE, LLC
		By:		Sinclair Television of Buffalo, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		WUXP LICENSEE, LLC
		By:		Sinclair Television of Tennessee, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		WCHS LICENSEE, LLC
		By:		Sinclair Media III, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		SINCLAIR FINANCE, LLC
		SINCLAIR FINANCE HOLDINGS, LLC
		By:		KLGT, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary

		WZTV LICENSEE, LLC
		WVAH LICENSEE, LLC
		By:		Sinclair Television of Nashville, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		WMSN LICENSEE, LLC
		WUHF LICENSEE, LLC
		By:		Sinclair Television Company, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		WTAT LICENSEE, LLC
		WRLH LICENSEE, LLC
		By:		Sinclair Television of Charleston, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary
		WRGT LICENSEE, LLC
		By:		Sinclair Television of Dayton, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Secretary

		SINCLAIR NEWSCENTRAL, LLC.
		By:		Sinclair Communications, LLC, Member
		By:		Sinclair Broadcast Group, Inc., Member of Sinclair Communications, LLC
		By:		/s/ DAVID B. AMY
				David B. Amy Executive Vice President and Chief Financial Officer
		SINCLAIR COMMUNICATIONS, LLC SINCLAIR PROGRAMMING COMPANY, LLC KDSM, LLC
		By:		Sinclair Broadcast Group, Inc., Member
		By:		/s/ DAVID B. AMY
				David B. Amy Executive Vice President and Chief Financial Officer
		KDSM Licensee, LLC
		By:		KDSM, LLC, Member
		By:		Sinclair Broadcast Group, Inc., Member of KDSM, LLC
		By:		/s/ DAVID B. AMY
				David B. Amy Executive Vice President and Chief Financial Officer

We, the undersigned, hereby severally constitute and appoint David B. Amy and David R. Bochenek, and each of them, with full power of substitution and resubstitution and each with full power to act without the other, his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission or any state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on July 31, 2003 in the capacities indicated.

SIGNATURE		TITLE

/s/ DAVID D. SMITH David D. Smith		Chairman of the Board, Chief Executive Officer, President and Director of Sinclair Broadcast Group, Inc. and President and Director, or such other capacity identified above, of the Guarantors listed above (Principal Executive Officer of Sinclair Broadcast Group, Inc. and the Guarantors listed above)
/s/ DAVID B. AMY David B. Amy		Executive Vice President and Chief Financial Officer of Sinclair Broadcast Group, Inc. and Treasurer and Director, or such other capacity identified above, of the Guarantors listed above (Principal Financial and Accounting Officer of Sinclair Broadcast Group, Inc. and the Guarantors listed above)
/s/ FREDERICK G. SMITH Frederick G. Smith		Director
/s/ J. DUNCAN SMITH J. Duncan Smith		Director
/s/ ROBERT E. SMITH Robert E. Smith		Director
/s/ BASIL A. THOMAS Basil A. Thomas		Director
/s/ LAWRENCE E. MCCANNA Lawrence E. McCanna		Director
/s/ DANIEL C. KEITH Daniel C. Keith		Director
/s/ MARTIN R. LEADER Martin R. Leader		Director

EXHIBIT INDEX

Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation.(1)
3.2		By-laws.(2)
4.1		Indenture, dated as of December 10, 2001, among Sinclair Broadcast Group, Inc., the Guarantors named therein and First Union National Bank, as trustee.(3)
4.2		First Supplemental Indenture, dated as of April 4, 2002, among Sinclair Broadcast Group, Inc., the Guarantors named therein and First Union National Bank, as trustee.
4.3		Second Supplemental Indenture, dated as of July 26, 2002, among Sinclair Broadcast Group, Inc., the Guarantors named therein and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee.
4.4		Third Supplemental Indenture, dated as of January 17, 2003, among Sinclair Broadcast Group, Inc., the Guarantors named therein and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee.
4.5		Fourth Supplemental Indenture, dated as of May 9, 2003, among Sinclair Broadcast Group, Inc., the Guarantors named therein and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee.
4.6		Fifth Supplemental Indenture, dated as of July 17, 2003, among Sinclair Broadcast Group, Inc., the Guarantors named therein and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee.
4.7		Indenture, dated as of March 14, 2002, among Sinclair Broadcast Group, Inc., the Guarantors named therein and First Union National Bank, as trustee.(3)
4.8		First Supplemental Indenture, dated as of July 26, 2002, among Sinclair Broadcast Group, Inc., the Guarantors named therein and Wachovia Bank, National Association (formerly known as First Union National Bank) as trustee.(4)
4.9		Second Supplemental Indenture, dated as of November 8, 2002, among Sinclair Broadcast Group, Inc., the Guarantors named therein and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee.(4)
4.10		Third Supplemental Indenture, dated as of January 17, 2003, among Sinclair Broadcast Group, Inc., the Guarantors named therein and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee.
4.11		Fourth Supplemental Indenture, dated as of May 9, 2003, among Sinclair Broadcast Group, Inc., the Guarantors named therein and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee.
4.12		Fifth Supplemental Indenture, dated as of July 17, 2003, among Sinclair Broadcast Group, Inc., the Guarantors named therein and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee.
4.13		Indenture, dated as of May 20, 2003, between Sinclair Broadcast Group, Inc. and Wachovia Bank, National Association.
4.14		Registration Rights Agreement, dated as of May 29, 2003, by and among Sinclair Broadcast Group, Inc., the Guarantors named therein, and J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Wachovia Securities, Inc., Bear, Stearns & Co. Inc., and UBS Warburg LLC.
4.15		Registration Rights Agreement, dated as of May 20, 2003, between Sinclair Broadcast Group, Inc. and Bear, Stearns & Co. Inc., UBS Warburg LLC, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc and Wachovia Securities Inc.
5.1		Opinion of Wilmer, Cutler & Pickering.
12		Computation of Ratio of Earnings to Fixed Charges.
23.1		Consent of Ernst & Young LLP, Independent Auditors (regarding Sinclair financial statements).
23.2		Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1).

24		Power of attorney (included on the signature page of this registration statement).
25		Statement of Eligibility on Form T-1 of Wachovia Bank, National Association (formerly First Union National Bank), as the Trustee under the Indenture.
99.1		Form of Letter of Transmittal.
99.2		Form of Notice of Guaranteed Delivery.
99.3		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99.4		Form of Letter to Clients.
99.5		Form of Exchange Agent Agreement.

(1): Incorporated by reference from our Report on Form 10-Q for the quarter ended June 30, 1998.
(2): Incorporated by reference from our Registration Statement on Form S-1, No. 33-90682.
(3): Incorporated by reference from our Report on Form 10-K for the year ended December 31, 2001.
(4): Incorporated by reference from our Registration Statement on Form S-4 filed on March 7, 2003, No. 333-103681.

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TABLE OF ADDITIONAL REGISTRANTS
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
SUMMARY
Recent Developments
THE EXCHANGE OFFER
THE EXCHANGE NOTES
RISK FACTORS
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
SELECTED CONSOLIDATED FINANCIAL DATA (in thousands, except per share data)
THE EXCHANGE OFFER
DESCRIPTION OF THE EXCHANGE NOTES
Redemption Year Price
DESCRIPTION OF THE ORIGINAL NOTES
CERTAIN DEFINITIONS
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX
EX-4.2 3 a2114395zex-4_2.htm EXHIBIT 4.2
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Exhibit 4.2

Dated as of April 4, 2002

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 4, 2002 (the "First Supplemental Indenture"), by and among Sinclair Broadcast Group, Inc., a Maryland corporation, (hereinafter the "Company"), certain of the Company's subsidiaries identified as Guarantors on the signature pages hereof (collectively, the "Existing Guarantors") and each of the Company's subsidiary identified as New Guarantors on the signature pages hereof (individually, a "New Guarantor" and collectively, the "New Guarantors"), and First Union National Bank, as Trustee under the Indenture, as hereinafter defined (hereinafter the "Trustee").

WHEREAS, the Company, certain Existing Guarantors and the Trustee are parties to an Indenture dated as of December 10, 2001 (the "Existing Indenture") pursuant to which the Company issued its 8³/4% Senior Subordinated Notes due 2011 (hereinafter the "Notes"). All capitalized terms used in this First Supplemental Indenture and not otherwise defined shall be assigned the meaning ascribed to them in the Existing Indenture.

WHEREAS, the Existing Indenture provides that, without the consent of any Holders, the Company and the Existing Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into indentures supplemental thereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for the purpose of adding a Guarantor pursuant to the requirements of Section 1014 therein.

WHEREAS, each New Guarantor wishes to guarantee the Notes pursuant to Section 1014(b) of the Indenture.

WHEREAS, pursuant to the Existing Indenture the Company, the Existing Guarantors, the New Guarantors and the Trustee have agreed to enter into this First Supplemental Indenture for the purposes stated herein; and

WHEREAS, all things necessary have been done to make this First Supplemental Indenture, when executed and delivered by the Company, the Existing Guarantors, and the New Guarantors, the legal, valid and binding agreement of the Company, the Existing Guarantors, and each New Guarantor, in accordance with its terms.

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

The parties hereto mutually covenant and agree as follows:

Section I

Section 1.01. Pursuant to Section 1014(b) of the Existing Indenture, as of the date of this First Supplemental Indenture, each New Guarantor shall be deemed to be a Restricted Subsidiary of the Company and a Guarantor of the Notes and hereby executes and delivers this First Supplemental Indenture to evidence its guarantee of the Notes on the same terms as the guarantee (the "Senior Guarantee") of the indebtedness (the "Senior Indebtedness") associated with the Credit Agreement dated as of May 28, 1998, by and among the Company and certain of its subsidiaries and The Chase Manhattan Bank, as Agent for the Lenders which are parties thereto, as amended and restated by the Amendment and Restatement dated as of May 9, 2001, as further amended by Amendment No. 1 dated as of October 30, 2001, and as amended and supplemented from time to time (the "Credit Agreement"), as hereinafter set forth and further provided that said guarantee of the Notes by each New Guarantor shall be subordinated to the Senior Guarantee to the same extent as the Notes are subordinated to the Senior Indebtedness pursuant to the Existing Indenture.

Section II

Section 2.01. Guarantee. Each New Guarantor hereby agrees to guarantee the Existing Indenture and the Notes related thereto pursuant to the terms and conditions of Article Fourteen of

the Existing Indenture, such Article Fourteen being incorporated by reference herein as if set forth at length herein.

Section 2.02. Rights of Contribution. For the purposes of this Section 2.02 Existing Guarantors and each New Guarantor shall be individually referred to as "Guarantor" and collectively, as "Guarantors." The Guarantors hereby agree, as between themselves, that if any Guarantor (an "Excess Funding Guarantor") shall pay Indenture Obligations in excess of the Excess Funding Guarantor's Pro Rata Share (as hereinafter defined) of such Indenture Obligations, the other Guarantors shall, on demand (but subject to the next sentence hereof), pay to the Excess Funding Guarantor an amount equal to their respective Pro Rata Share of such Excess Funding Guarantor's payment. The payment obligation of any Guarantor to any Excess Funding Guarantor under this Section 2.02 shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Guarantor under the other provisions of this Section II and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such obligations. For the purposes hereof, "Pro Rata Share" shall mean, for any Guarantor, a percentage equal to the percentage of such Guarantor's Net Assets as of the Valuation Date (as defined in the next sentence) of the aggregate Net Assets of all of the Guarantors as at such date. For purposes of the preceding sentence, the "Valuation Date" shall mean the date hereof; provided that, if the Trustee requests from time to time that the Guarantors ratify and confirm their respective obligations under this Section II, they shall promptly do so pursuant to an instrument reasonably satisfactory to the Trustee and the Valuation Date shall mean the date of the latest such ratification and confirmation to occur at the request of the Trustee after the date hereof, and "Net Assets" shall mean with respect to any Guarantor as at any date, an amount equal to the excess of the fair salable value of the assets of such Guarantor at such date (without taking into account the rights of such Guarantor under Section 3.08 of the Credit Agreement), and excluding the value of the shares of the stock or other equity interest owned by such Guarantor and any other Guarantor party to this Indenture, on such date over the amount that would be required to pay the probable liabilities of such Guarantor determined as of such date (excluding the obligations of such Guarantor under Section 3 of the Credit Agreement) on all of its debts.

Section III

Section 3.01. This First Supplemental Indenture shall be construed as supplemental to the Existing Indenture and shall form a part thereof, and the Existing Indenture is hereby incorporated by reference herein and, as supplemented hereby and is hereby ratified, approved and confirmed.

Section 3.02. This First Supplemental Indenture may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 3.03. This First Supplemental Indenture shall be effective and operative on the date and time hereof.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year above written.

ATTEST:	THE COMPANY:

		SINCLAIR BROADCAST GROUP, INC.

	By:		(SEAL)

		David B. Amy, Chief Financial Officer

ATTEST AS TO ALL	SUBSIDIARY GUARANTORS:
	CHESAPEAKE TELEVISION, INC. KSMO, INC. WCGV, INC. SINCLAIR ACQUISITION IV, INC. WLFL, INC. SINCLAIR MEDIA I, INC. WSMH, INC. SINCLAIR MEDIA II, INC. WSTR LICENSEE, INC. WGME, INC. SINCLAIR MEDIA III, INC. WTTE, CHANNEL 28 LICENSEE, INC. WTTO, INC. WTVZ, INC. WYZZ, INC. KOCB, INC. FSF-TV, INC. KSMO LICENSEE, INC. WDKY, INC. WYZZ LICENSEE, INC. KLGT, INC. SINCLAIR ACQUISITION II, INC. SINCLAIR COMMUNICATIONS, INC. WSYX LICENSEE, INC. WGGB, INC. WTWC, INC. SINCLAIR COMMUNICATIONS II, INC. SINCLAIR HOLDINGS I, INC. SINCLAIR HOLDINGS II, INC. SINCLAIR HOLDINGS III, INC. SINCLAIR TELEVISION COMPANY, INC. SINCLAIR TELEVISION OF BUFFALO, INC. SINCLAIR TELEVISION OF CHARLESTON, INC. SINCLAIR TELEVISION OF NASHVILLE, INC. SINCLAIR TELEVISION OF NEVADA, INC. SINCLAIR TELEVISION OF OKLAHOMA, INC. SINCLAIR TELEVISION OF TENNESSEE, INC. SINCLAIR TELEVISION OF LICENSE HOLDER, INC. SINCLAIR TELEVISION OF DAYTON, INC. SINCLAIR ACQUISITION VII, INC. SINCLAIR ACQUISITION VIII, INC. SINCLAIR ACQUISITION IX, INC. SINCLAIR ACQUISITION X, INC. SINCLAIR ACQUISITION XI, INC. SINCLAIR ACQUISITION XII, INC. MONTECITO BROADCASTING CORPORATION CHANNEL 33, INC. WNYO, INC. NEW YORK TELEVISION, INC.
	By:

	Name: David B. Amy Title: Secretary (As to All)

	SINCLAIR PROPERTIES, LLC SINCLAIR PROPERTIES II, LLC

	By:
		David B. Amy, Manager (as to both)


		KBSI LICENSEE L.P. KETK LICENSEE L.P. WMMP LICENSEE L.P. WSYT LICENSEE L.P.

		By:	Sinclair Properties, LLC, General Partner

		By:

		Name: David B. Amy, Manager

		WEMT LICENSEE L.P. WKEF LICENSEE L.P.

		By:	Sinclair Properties II, LLC, General Partner

		By:
			Name: David B. Amy, Manager

		WGME LICENSEE, LLC

		By:	WGME, Inc., Member

		By:
			David B. Amy Secretary

		WICD LICENSEE, LLC WICS LICENSEE, LLC KGAN LICENSEE, LLC

		By:	Sinclair Acquisition IV, Inc., Member

		By:
			David B. Amy Secretary

		WSMH LICENSEE, LLC

		By:	WSMH, Inc., Member

		By:
			David B. Amy Secretary

		WPGH LICENSEE, LLC KDNL LICENSEE, LLC WCWB LICENSEE, LLC

		By:	Sinclair Media I, Inc., Member

		By:
			David B. Amy Secretary

		WTVZ LICENSEE, LLC

		By:	WTVZ, Inc., Member

		By:
			David B. Amy Secretary

		CHESAPEAKE TELEVISION LICENSEE, LLC KABB LICENSEE, LLC SCI—SACRAMENTO LICENSEE, LLC WLOS LICENSEE, LLC

		By:	Chesapeake Television, Inc., Member

		By:
			David B. Amy Secretary

		KLGT LICENSEE, LLC

		By:	KLGT, Inc., Member

		By:
			David B. Amy Secretary

		WCGV LICENSEE, LLC

		By:	WCGV, Inc., Member

		By:
			David B. Amy Secretary

		SCI—INDIANA LICENSEE, LLC KUPN LICENSEE, LLC WEAR LICENSEE, LLC

		By:	Sinclair Media II, Inc.—Member

		By:
			David B. Amy Secretary

		WLFL LICENSEE, LLC

		By:	WLFL, Inc.—Member

		By:
			David B. Amy Secretary

		WTTO LICENSEE, LLC

		By:	WTTO, Inc.—Member

		By:
			David B. Amy Secretary

		WTWC LICENSEE, LLC

		By:	WTWC, Inc.—Member

		By:
			David B. Amy Secretary

		WGGB LICENSEE, LLC

		By:	WGGB, Inc.—Member

		By:
			David B. Amy Secretary


		KOCB LICENSEE, LLC

		By:	KOCB, Inc.—Member

		By:
			David B. Amy Secretary

		WDKY LICENSEE, LLC

		By:	WDKY, Inc., Member

		By:
			David B. Amy Secretary

		KOKH LICENSEE, LLC

		By:	Sinclair Television of Oklahoma, Inc.

		By:
			David B. Amy Secretary

		WUPN LICENSEE, LLC

		By:	Sinclair Television of Buffalo, Inc., Member

		By:
			David B. Amy Secretary

		WUXP LICENSEE, LLC

		By:	Sinclair Television of Tennessee, Inc., Member

		By:
			David B. Amy Secretary

		WCHS LICENSEE, LLC

		By:	Sinclair Media III, Inc.

		By:
			David B. Amy Secretary


		Sinclair Finance, LLC

	By:		(SEAL)
		David B. Amy, Manager


ATTEST:	NEW GUARANTORS:

	WVTV Licensee, Inc. Raleigh (WRDC-TV) Licensee, Inc. Birmingham (WABM-TV) Licensee, Inc. San Antonio (KRRT-TV) Licensee, Inc.

	By:		(SEAL)
		David B. Amy, Secretary (as to all)

	WUTV Licensee, LLC WMSN Licensee, LLC WZTV Licensee, LLC WXLV Licensee, LLC WRLH Licensee, LLC

	By:	Sinclair Television Company II, Inc. Sole Member (as to all)

	By:		(SEAL)
		David B. Amy, Secretary

	WUHF Licensee, LLC

	By:	Sinclair Television Company, Inc. Sole Member

	By:		(SEAL)
		David B. Amy, Secretary


ATTEST:	TRUSTEE:

		FIRST UNION NATIONAL BANK, AS TRUSTEE

	By:		(SEAL)

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Exhibit 4.2

EX-4.3 4 a2114395zex-4_3.htm EXHIBIT 4.3
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Exhibit 4.3

Dated as of July 26, 2002

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of July 26, 2002 (the "Second Supplemental Indenture"), by and among Sinclair Broadcast Group, Inc., a Maryland corporation, (hereinafter the "Company"), certain of the Company's subsidiaries identified as Guarantors on the signature pages hereof (collectively, the "Existing Guarantors") and each of the Company's subsidiary identified as New Guarantors on the signature pages hereof (individually, a "New Guarantor" and collectively, the "New Guarantors"), and Wachovia Bank, National Association (formerly First Union National Bank), as Trustee under the Indenture, as hereinafter defined (hereinafter the "Trustee").

WHEREAS, the Company, certain Existing Guarantors and the Trustee are parties to an Indenture dated as of December 10, 2001 (the "Indenture") pursuant to which the Company issued its 8³/4% Senior Subordinated Notes due 2011 (hereinafter the "Notes").

WHEREAS, on April 4, 2002, the Company and certain of its subsidiaries and the Trustees, executed the First Supplemental Indenture amending certain terms and conditions of the Indenture (the "First Supplemental Indenture"). The Indenture, as amended by the First Supplemental Indenture collectively referred to herein as (the "Existing Indenture"). All capitalized terms used in this Second Supplemental Indenture and not otherwise defined shall be assigned the meaning ascribed to them in the Indenture.

WHEREAS, each New Guarantor wishes to guarantee the Notes pursuant to Section 1014(b) of the Indenture.

WHEREAS, pursuant to the Existing Indenture the Company, the Existing Guarantors, the New Guarantors and the Trustee have agreed to enter into this Second Supplemental Indenture for the purposes stated herein; and

WHEREAS, all things necessary have been done to make this Second Supplemental Indenture, when executed and delivered by the Company, the Existing Guarantors, and the New Guarantors, the legal, valid and binding agreement of the Company, the Existing Guarantors, and each New Guarantor, in accordance with its terms.

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

The parties hereto mutually covenant and agree as follows:

Section I

Section 1.01. Pursuant to Section 1014(b) of the Existing Indenture, as of the date of this Second Supplemental Indenture, each New Guarantor shall be deemed to be a Restricted Subsidiary of the Company and a Guarantor of the Notes and hereby executes and delivers this Second Supplemental Indenture to evidence its guarantee of the Notes on the same terms as the guarantee (the "Senior Guarantee") of the indebtedness (the "Senior Indebtedness") associated with the Credit Agreement dated as of July 15, 2002, by and among the Company and certain of its subsidiaries and JPMorgan Chase Bank, as Agent for the Lenders which are parties thereto, and as amended and supplemented from time to time (the "Credit Agreement"), as hereinafter set forth and further provided that said guarantee of the Notes by each New Guarantor shall be subordinated to the Senior Guarantee to the same extent as the Notes are subordinated to the Senior Indebtedness pursuant to the Existing Indenture.

Section II

Section 2.01. Guarantee. Each New Guarantor hereby agrees to guarantee the Existing Indenture and the Notes related thereto pursuant to the terms and conditions of Article Fourteen of the Existing Indenture, such Article Fourteen being incorporated by reference herein as if set forth at length herein.

Section III

Section 3.01. This Second Supplemental Indenture shall be construed as supplemental to the Existing Indenture and shall form a part thereof, and the Existing Indenture is hereby incorporated by reference herein and, as supplemented hereby and is hereby ratified, approved and confirmed.

Section 3.02. This Second Supplemental Indenture may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 3.03. This Second Supplemental Indenture shall be effective and operative on the date and time hereof.

ATTEST:	THE COMPANY:
		SINCLAIR BROADCAST GROUP, INC.
	By:		(SEAL)
		David B. Amy, Chief Financial Officer
ATTEST AS TO ALL	SUBSIDIARY GUARANTORS:
	CHESAPEAKE TELEVISION, INC.
	KSMO, INC.
	WCGV, INC.
	SINCLAIR ACQUISITION IV, INC.
	WLFL, INC.
	SINCLAIR MEDIA I, INC.
	WSMH, INC.
	SINCLAIR MEDIA II, INC.
	WSTR LICENSEE, INC.
	WGME, INC.
	SINCLAIR MEDIA III, INC.
	WTTO, INC.
	WTVZ, INC.
	WYZZ, INC.
	KOCB, INC.
	FSF TV, INC.
	KSMO LICENSEE, INC.
	WDKY, INC.
	WYZZ LICENSEE, INC.
	KLGT, INC.
	SINCLAIR TELEVISION COMPANY II, INC.
	SINCLAIR COMMUNICATIONS, INC.
	WSYX LICENSEE, INC.
	WGGB, INC.
	WTWC, INC.
	SINCLAIR COMMUNICATIONS II, INC.
	SINCLAIR HOLDINGS I, INC.
	SINCLAIR HOLDINGS II, INC.
	SINCLAIR HOLDINGS III, INC.
	SINCLAIR TELEVISION COMPANY, INC.
	SINCLAIR TELEVISION OF BUFFALO, INC.
	SINCLAIR TELEVISION OF CHARLESTON, INC.
	SINCLAIR TELEVISION OF NASHVILLE, INC.
	SINCLAIR TELEVISION OF NEVADA, INC.
	SINCLAIR TELEVISION OF OKLAHOMA, INC.
	SINCLAIR TELEVISION OF TENNESSEE, INC.
	SINCLAIR TELEVISION OF LICENSE HOLDER, INC.
	SINCLAIR TELEVISION OF DAYTON, INC.
	SINCLAIR ACQUISITION VII, INC.

		SINCLAIR ACQUISITION VIII, INC.
		SINCLAIR ACQUISITION IX, INC.
		SINCLAIR ACQUISITION X, INC.
		SINCLAIR ACQUISITION XI, INC.
		SINCLAIR ACQUISITION XII, INC.
		MONTECITO BROADCASTING CORPORATION
		CHANNEL 33, INC.
		WNYO, INC.
		NEW YORK TELEVISION, INC.
		WVTV LICENSEE, INC.
		RALEIGH (WRDC-TV) LICENSEE, INC.
		BIRMINGHAM (WABM-TV) LICENSEE, INC.
		SAN ANTONIO (KRRT-TV) LICENSEE, INC.
		SINCLAIR PROPERTIES, LLC
		SINCLAIR PROPERTIES II, LLC
		KBSI LICENSEE L.P.
		KETK LICENSEE L.P.
		WMMP LICENSEE L.P.
		WSYT LICENSEE L.P.
		By:		Sinclair Properties, LLC, General Partner
		WEMT LICENSEE L.P.
		WKEF LICENSEE L.P.
		By:		Sinclair Properties II, LLC, General Partner
		WGME LICENSEE, LLC
		By:		WGME, Inc., Member
		WICD LICENSEE, LLC
		WICS LICENSEE, LLC
		KGAN LICENSEE, LLC
		By:		Sinclair Acquisition IV, Inc., Member
		WSMH LICENSEE, LLC
		By:		WSMH, Inc., Member
		WPGH LICENSEE, LLC
		KDNL LICENSEE, LLC
		WCWB LICENSEE, LLC
		By:		Sinclair Media I, Inc., Member
		WTVZ LICENSEE, LLC
		By:		WTVZ, Inc., Member
		CHESAPEAKE TELEVISION LICENSEE, LLC
		KABB LICENSEE, LLC
		SCI—SACRAMENTO LICENSEE, LLC
		WLOS LICENSEE, LLC
		By:		Chesapeake Television, Inc., Member

		KLGT LICENSEE, LLC
		By:		KLGT, Inc., Member
		WCGV LICENSEE, LLC
		By:		WCGV, Inc., Member
		SCI—INDIANA LICENSEE, LLC
		KUPN LICENSEE, LLC
		WEAR LICENSEE, LLC
		By:		Sinclair Media II, Inc., Member
		WLFL LICENSEE, LLC
		By:		WLFL, Inc., Member
		WTTO LICENSEE, LLC
		By:		WTTO, Inc., Member
		WTWC LICENSEE, LLC
		By:		WTWC, Inc., Member
		WGGB LICENSEE, LLC
		By:		WGGB, Inc., Member
		KOCB LICENSEE, LLC
		By:		KOCB, Inc., Member
		WDKY LICENSEE, LLC
		By:		WDKY, Inc., Member
		KOKH LICENSEE, LLC
		By:		Sinclair Television of Oklahoma, Inc., Member
		WUPN LICENSEE, LLC
		WUTV LICENSEE, LLC
		WXLV LICENSEE, LLC
		By:		Sinclair Television of Buffalo, Inc., Member
		WUXP LICENSEE, LLC
		By:		Sinclair Television of Tennessee, Inc., Member
		WCHS LICENSEE, LLC
		By:		Sinclair Media III, Inc., Member
		SINCLAIR FINANCE, LLC
		By:		KLGT, Inc., Member
		WUHF LICENSEE, LLC
		WMSN LICENSEE, LLC
		By:		Sinclair Television Company, Inc., Member
		WZTV LICENSEE, LLC

ATTEST:	NEW GUARANTOR:
	SINCLAIR ACQUISITION XIII, INC.
	SINCLAIR ACQUISITION XIV, INC.
	SINCLAIR ACQUISITION XV, INC.
	WRGT LICENSEE, LLC
	By:	Sinclair Television of Dayton, Inc., Member
	WTAT LICENSEE, LLC
	By:	Sinclair Television of Charleston, Inc., Member
	WVAH LICENSEE, LLC
	By:	Sinclair Television of Nashville, Inc., Member
	SINCLAIR NEWSCENTRAL, LLC
	By:	Sinclair Communications, Inc.
	By:		(SEAL)
		David B. Amy, Secretary as to all
ATTEST:	TRUSTEE:
		WACHOVIA BANK, NATIONAL ASSOCIATION (FORMERLY FIRST UNION NATIONAL BANK), AS TRUSTEE
	By:		(SEAL)

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Exhibit 4.3

EX-4.4 5 a2114395zex-4_4.htm EXHIBIT 4.4
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Exhibit 4.4

Dated as of January 17, 2003

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of January 17, 2003 (the "Third Supplemental Indenture"), by and among Sinclair Broadcast Group, Inc., a Maryland corporation, (hereinafter the "Company"), certain of the Company's subsidiaries identified as Guarantors on the signature pages hereof (collectively, the "Existing Guarantors") and the Company's subsidiary identified as New Guarantor on the signature pages hereof (the "New Guarantor"), and Wachovia Bank, National Association (formerly First Union National Bank), as Trustee under the Indenture, as hereinafter defined (hereinafter the "Trustee").

WHEREAS, on April 4, 2002, the Company and certain of its subsidiaries and the Trustee, executed the First Supplemental Indenture amending certain terms and conditions of the Indenture (the "First Supplemental Indenture").

WHEREAS, on July 26, 2002, the Company and certain of its subsidiaries and the Trustee executed the Second Supplemental Indenture amending certain terms and conditions of the Indenture (the "Second Supplemental Indenture"). The Indenture, as amended by the First Supplemental Indenture and the Second Supplemental Indenture collectively referred to herein as (the "Existing Indenture"). All capitalized terms used in this Third Supplemental Indenture and not otherwise defined shall be assigned the meaning ascribed to them in the Indenture.

WHEREAS, the New Guarantor wishes to guarantee the Notes pursuant to Section 1014(b) of the Indenture.

WHEREAS, pursuant to the Existing Indenture the Company, the Existing Guarantors, the New Guarantor and the Trustee have agreed to enter into this Third Supplemental Indenture for the purposes stated herein; and

WHEREAS, all things necessary have been done to make this Third Supplemental Indenture, when executed and delivered by the Company, the Existing Guarantors, and the New Guarantor, the legal, valid and binding agreement of the Company, the Existing Guarantors, and the New Guarantor, in accordance with its terms.

NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

The parties hereto mutually covenant and agree as follows:

Section I

Section 1.01. Pursuant to Section 1014(b) of the Existing Indenture, as of the date of this Third Supplemental Indenture, the New Guarantor shall be deemed to be a Restricted Subsidiary of the Company and a Guarantor of the Notes and hereby executes and delivers this Third Supplemental Indenture to evidence its guarantee of the Notes on the same terms as the guarantee (the "Senior Guarantee") of the indebtedness (the "Senior Indebtedness") associated with the Credit Agreement dated as of July 15, 2002, by and among the Company and certain of its subsidiaries and JPMorgan Chase Bank, as Agent for the Lenders which are parties thereto, and as amended and supplemented from time to time (the "Credit Agreement"), as hereinafter set forth and further provided that said guarantee of the Notes by the New Guarantor shall be subordinated to the Senior Guarantee to the

same extent as the Notes are subordinated to the Senior Indebtedness pursuant to the Existing Indenture.

Section II

Section 2.01. Guarantee. The New Guarantor hereby agrees to guarantee the Existing Indenture and the Notes related thereto pursuant to the terms and conditions of Article Fourteen of the Existing Indenture, such Article Fourteen being incorporated by reference herein as if set forth at length herein.

Section 2.02. Rights of Contribution. For the purposes of this Section 2.02 Existing Guarantors and the New Guarantor shall be individually referred to as "Guarantor" and collectively, as "Guarantors." The Guarantors hereby agree, as between themselves, that if any Guarantor (an "Excess Funding Guarantor") shall pay Indenture Obligations in excess of the Excess Funding Guarantor's Pro Rata Share (as hereinafter defined) of such Indenture Obligations, the other Guarantors shall, on demand (but subject to the next sentence hereof), pay to the Excess Funding Guarantor an amount equal to their respective Pro Rata Share of such Excess Funding Guarantor's payment. The payment obligation of any Guarantor to any Excess Funding Guarantor under this Section 2.02 shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Guarantor under the other provisions of this Section II and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such obligations. For the purposes hereof, "Pro Rata Share" shall mean, for any Guarantor, a percentage equal to the percentage of such Guarantor's Net Assets as of the Valuation Date (as defined in the next sentence) of the aggregate Net Assets of all of the Guarantors as at such date. For purposes of the preceding sentence, the "Valuation Date" shall mean the date hereof; provided that, if the Trustee requests from time to time that the Guarantors ratify and confirm their respective obligations under this Section II, they shall promptly do so pursuant to an instrument reasonably satisfactory to the Trustee and the Valuation Date shall mean the date of the latest such ratification and confirmation to occur at the request of the Trustee after the date hereof, and "Net Assets" shall mean with respect to any Guarantor as at any date, an amount equal to the excess of the fair salable value of the assets of such Guarantor at such date (without taking into account the rights of such Guarantor under Section 3.08 of the Credit Agreement), and excluding the value of the shares of the stock or other equity interest owned by such Guarantor and any other Guarantor party to this Indenture, on such date over the amount that would be required to pay the probable liabilities of such Guarantor determined as of such date (excluding the obligations of such Guarantor under Section 3 of the Credit Agreement) on all of its debts.

Section III

Section 3.01. This Third Supplemental Indenture shall be construed as supplemental to the Existing Indenture and shall form a part thereof, and the Existing Indenture is hereby incorporated by reference herein and, as supplemented hereby and is hereby ratified, approved and confirmed.

Section 3.02. This Third Supplemental Indenture may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 3.03. This Third Supplemental Indenture shall be effective and operative on the date and time hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year above written.

				KBSI LICENSEE L.P. KETK LICENSEE L.P. WMMP LICENSEE L.P. WSYT LICENSEE L.P.
				By:		Sinclair Properties, LLC, General Partner
				WEMT LICENSEE L.P. WKEF LICENSEE L.P.
				By:		Sinclair Properties II, LLC, General Partner
				WGME LICENSEE, LLC
				By:		WGME, Inc., Member
				WICD LICENSEE, LLC WICS LICENSEE, LLC KGAN LICENSEE, LLC
				By:		Sinclair Acquisition IV, Inc., Member
				WSMH LICENSEE, LLC
				By:		WSMH, Inc., Member
				WPGH LICENSEE, LLC KDNL LICENSEE, LLC WCWB LICENSEE, LLC
				By:		Sinclair Media I, Inc., Member
				WTVZ LICENSEE, LLC
				By:		WTVZ, Inc., Member
				CHESAPEAKE TELEVISION LICENSEE, LLC KABB LICENSEE, LLC SCI—SACRAMENTO LICENSEE, LLC WLOS LICENSEE, LLC
				By:		Chesapeake Television, Inc., Member
				KLGT LICENSEE, LLC
				By:		KLGT, Inc., Member

				WCGV LICENSEE, LLC
				By:		WCGV, Inc., Member
				SCI—INDIANA LICENSEE, LLC KUPN LICENSEE, LLC WEAR LICENSEE, LLC
				By:		Sinclair Media II, Inc., Member
				WLFL LICENSEE, LLC
				By:		WLFL, Inc., Member
				WTTO LICENSEE, LLC
				By:		WTTO, Inc., Member
				WTWC LICENSEE, LLC
				By:		WTWC, Inc., Member
				WGGB LICENSEE, LLC
				By:		WGGB, Inc., Member
				KOCB LICENSEE, LLC
				By:		KOCB, Inc., Member
				WDKY LICENSEE, LLC
				By:		WDKY, Inc., Member
				KOKH LICENSEE, LLC
				By:		Sinclair Television of Oklahoma, Inc., Member
				WUPN LICENSEE, LLC WUTV LICENSEE, LLC WXLV LICENSEE, LLC
				By:		Sinclair Television of Buffalo, Inc., Member
				WUXP LICENSEE, LLC
				By:		Sinclair Television of Tennessee, Inc., Member

				WCHS LICENSEE, LLC
				By:		Sinclair Media III, Inc., Member
				SINCLAIR FINANCE, LLC
				By:		KLGT, Inc., Member
				WUHF LICENSEE, LLC WMSN LICENSEE, LLC
				By:		Sinclair Television Company, Inc., Member
				WZTV LICENSEE, LLC WVAH LICENSEE, LLC
				By:		Sinclair Television of Nashville, Inc., Member
				WRLH LICENSEE, LLC WTAT LICENSEE, LLC
				By:		Sinclair Television of Charleston, Inc., Member
				WRGT LICENSEE, LLC
				By:		Sinclair Television of Dayton, Inc., Member

ATTEST:	NEW GUARANTOR:
	SINCLAIR FINANCE HOLDINGS, LLC
	By:	KLGT, Inc.
	By:		(SEAL)

		David B. Amy, Secretary

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Exhibit 4.4

Section I
Section II
Section III
EX-4.5 6 a2114395zex-4_5.htm EXHIBIT 4.5
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Exhibit 4.5

Dated as of May 9, 2003

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of May 9, 2003 (the "Fourth Supplemental Indenture"), by and among Sinclair Broadcast Group, Inc., a Maryland corporation, (hereinafter the "Company"), certain of the Company's subsidiaries identified as Guarantors on the signature pages hereof (collectively, the "Existing Guarantors") and the Company's subsidiaries identified as New Guarantor on the signature pages hereof (the "New Guarantors"), and Wachovia Bank, National Association (formerly First Union National Bank), as Trustee under the Indenture, as hereinafter defined (hereinafter the "Trustee").

WHEREAS, on January 17, 2003, the Company and certain of its subsidiaries and the Trustee executed the Third Supplemental Indenture amending certain terms and conditions of the Indenture (the "Third Supplemental Indenture"). The Indenture, as amended by the First Supplemental Indenture, the Second Supplemental Indenture, and the Third Supplemental Indenture, collectively referred to herein as (the "Existing Indenture"). All capitalized terms used in this Fourth Supplemental Indenture and not otherwise defined shall be assigned the meaning ascribed to them in the Indenture.

WHEREAS, the New Guarantors wish to guarantee the Notes pursuant to Section 1014(b) of the Indenture.

WHEREAS, pursuant to the Existing Indenture the Company, the Existing Guarantors, the New Guarantors and the Trustee have agreed to enter into this Fourth Supplemental Indenture for the purposes stated herein; and

WHEREAS, all things necessary have been done to make this Fourth Supplemental Indenture, when executed and delivered by the Company, the Existing Guarantors, and the New Guarantors, the legal, valid and binding agreement of the Company, the Existing Guarantors, and the New Guarantors, in accordance with its terms.

NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:

The parties hereto mutually covenant and agree as follows:

Section I

Section 1.01. Pursuant to Section 1014(b) of the Existing Indenture, as of the date of this Fourth Supplemental Indenture, the New Guarantors shall each be deemed to be a Restricted Subsidiary of the Company and a Guarantor of the Notes and hereby executes and delivers this Fourth Supplemental Indenture to evidence its guarantee of the Notes on the same terms as the guarantee (the "Senior

Guarantee") of the indebtedness (the "Senior Indebtedness") associated with the Credit Agreement dated as of July 15, 2002, by and among the Company and certain of its subsidiaries and JPMorgan Chase Bank, as Agent for the Lenders which are parties thereto, and as amended and supplemented from time to time (the "Credit Agreement"), as hereinafter set forth and further provided that said guarantee of the Notes by the New Guarantors shall be subordinated to the Senior Guarantee to the same extent as the Notes are subordinated to the Senior Indebtedness pursuant to the Existing Indenture.

Section II

Section 2.01. Guarantee. The New Guarantors hereby agree to guarantee the Existing Indenture and the Notes related thereto pursuant to the terms and conditions of Article Fourteen of the Existing Indenture, such Article Fourteen being incorporated by reference herein as if set forth at length herein.

Section 2.02. Rights of Contribution. For the purposes of this Section 2.02 Existing Guarantors and the New Guarantors shall be individually referred to as "Guarantor" and collectively, as "Guarantors." The Guarantors hereby agree, as between themselves, that if any Guarantor (an "Excess Funding Guarantor") shall pay Indenture Obligations in excess of the Excess Funding Guarantor's Pro Rata Share (as hereinafter defined) of such Indenture Obligations, the other Guarantors shall, on demand (but subject to the next sentence hereof), pay to the Excess Funding Guarantor an amount equal to their respective Pro Rata Share of such Excess Funding Guarantor's payment. The payment obligation of any Guarantor to any Excess Funding Guarantor under this Section 2.02 shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Guarantor under the other provisions of this Section II and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such obligations. For the purposes hereof, "Pro Rata Share" shall mean, for any Guarantor, a percentage equal to the percentage of such Guarantor's Net Assets as of the Valuation Date (as defined in the next sentence) of the aggregate Net Assets of all of the Guarantors as at such date. For purposes of the preceding sentence, the "Valuation Date" shall mean the date hereof; provided that, if the Trustee requests from time to time that the Guarantors ratify and confirm their respective obligations under this Section II, they shall promptly do so pursuant to an instrument reasonably satisfactory to the Trustee and the Valuation Date shall mean the date of the latest such ratification and confirmation to occur at the request of the Trustee after the date hereof, and "Net Assets" shall mean with respect to any Guarantor as at any date, an amount equal to the excess of the fair salable value of the assets of such Guarantor at such date (without taking into account the rights of such Guarantor under Section 3.08 of the Credit Agreement), and excluding the value of the shares of the stock or other equity interest owned by such Guarantor and any other Guarantor party to this Indenture, on such date over the amount that would be required to pay the probable liabilities of such Guarantor determined as of such date (excluding the obligations of such Guarantor under Section 3 of the Credit Agreement) on all of its debts.

Section III

Section 3.01. This Fourth Supplemental Indenture shall be construed as supplemental to the Existing Indenture and shall form a part thereof, and the Existing Indenture is hereby incorporated by reference herein and, as supplemented hereby and is hereby ratified, approved and confirmed.

Section 3.02. This Fourth Supplemental Indenture may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. This Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 3.03. This Fourth Supplemental Indenture shall be effective and operative on the date and time hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year above written.

ATTEST:	THE COMPANY:
		SINCLAIR BROADCAST GROUP, INC.
	By:		(SEAL)
		David B. Amy, Executive Vice President and Chief Financial Officer
ATTEST AS TO ALL	SUBSIDIARY GUARANTORS:
	CHESAPEAKE TELEVISION, INC.
	KSMO, INC.
	WCGV, INC.
	SINCLAIR ACQUISITION IV, INC.
	WLFL, INC.
	SINCLAIR MEDIA I, INC.
	WSMH, INC.
	SINCLAIR MEDIA II, INC.
	WSTR LICENSEE, INC.
	WGME, INC.
	SINCLAIR MEDIA III, INC.
	WTTO, INC.
	WTVZ, INC.
	WYZZ, INC.
	KOCB, INC.
	KSMO LICENSEE, INC.
	WDKY, INC.
	WYZZ LICENSEE, INC.
	KLGT, INC.
	SINCLAIR TELEVISION COMPANY II, INC.
	SINCLAIR COMMUNICATIONS, INC.
	WSYX LICENSEE, INC.
	WGGB, INC.
	WTWC, INC.
	SINCLAIR COMMUNICATIONS II, INC.
	SINCLAIR HOLDINGS I, INC.
	SINCLAIR HOLDINGS II, INC.
	SINCLAIR HOLDINGS III, INC.
	SINCLAIR TELEVISION COMPANY, INC.
	SINCLAIR TELEVISION OF BUFFALO, INC.
	SINCLAIR TELEVISION OF CHARLESTON, INC.
	SINCLAIR TELEVISION OF NASHVILLE, INC.
	SINCLAIR TELEVISION OF NEVADA, INC.
	SINCLAIR TELEVISION OF TENNESSEE, INC.
	SINCLAIR TELEVISION LICENSE HOLDER, INC.
	SINCLAIR TELEVISION OF DAYTON, INC.
	SINCLAIR ACQUISITION VII, INC.
	SINCLAIR ACQUISITION VIII, INC.
	SINCLAIR ACQUISITION IX, INC.

		SINCLAIR ACQUISITION X, INC.
		SINCLAIR ACQUISITION XI, INC.
		SINCLAIR ACQUISITION XII, INC.
		MONTECITO BROADCASTING CORPORATION
		CHANNEL 33, INC.
		WNYO, INC.
		NEW YORK TELEVISION, INC.
		WVTV LICENSEE, INC.
		RALEIGH (WRDC-TV) LICENSEE, INC.
		BIRMINGHAM (WABM-TV) LICENSEE, INC.
		SAN ANTONIO (KRRT-TV) LICENSEE, INC.
		SINCLAIR ACQUISITION XIII, INC.
		SINCLAIR ACQUISITION XIV, INC.
		SINCLAIR ACQUISITION XV, INC.
		SINCLAIR PROPERTIES, LLC
		SINCLAIR PROPERTIES II, LLC
		KBSI LICENSEE L.P.
		KETK LICENSEE L.P.
		WMMP LICENSEE L.P.
		WSYT LICENSEE L.P.
		By:		Sinclair Properties, LLC, General Partner
		WEMT LICENSEE L.P.
		WKEF LICENSEE L.P.
		By:		Sinclair Properties II, LLC, General Partner
		WGME LICENSEE, LLC
		By:		WGME, Inc., Member
		WICD LICENSEE, LLC
		WICS LICENSEE, LLC
		KGAN LICENSEE, LLC
		By:		Sinclair Acquisition IV, Inc., Member
		WSMH LICENSEE, LLC
		By:		WSMH, Inc., Member
		WPGH LICENSEE, LLC
		KDNL LICENSEE, LLC
		WCWB LICENSEE, LLC
		By:		Sinclair Media I, Inc., Member
		WTVZ LICENSEE, LLC
		By:		WTVZ, Inc., Member
		CHESAPEAKE TELEVISION LICENSEE, LLC
		KABB LICENSEE, LLC
		SCI—SACRAMENTO LICENSEE, LLC
		WLOS LICENSEE, LLC

		By:		Chesapeake Television, Inc., Member
		KLGT LICENSEE, LLC
		By:		KLGT, Inc., Member
		WCGV LICENSEE, LLC
		By:		WCGV, Inc., Member
		SCI—INDIANA LICENSEE, LLC
		KUPN LICENSEE, LLC
		WEAR LICENSEE, LLC
		By:		Sinclair Media II, Inc., Member
		WLFL LICENSEE, LLC
		By:		WLFL, Inc., Member
		WTTO LICENSEE, LLC
		By:		WTTO, Inc., Member
		WTWC LICENSEE, LLC
		By:		WTWC, Inc., Member
		WGGB LICENSEE, LLC
		By:		WGGB, Inc., Member
		KOCB LICENSEE, LLC
		By:		KOCB, Inc., Member
		WDKY LICENSEE, LLC
		By:		WDKY, Inc., Member
		KOKH LICENSEE, LLC
		By:		KOKH, LLC, Member
		WUPN LICENSEE, LLC
		WUTV LICENSEE, LLC
		WXLV LICENSEE, LLC
		By:		Sinclair Television of Buffalo, Inc., Member
		WUXP LICENSEE, LLC
		By:		Sinclair Television of Tennessee, Inc., Member
		WCHS LICENSEE, LLC
		By:		Sinclair Media III, Inc., Member
		SINCLAIR FINANCE, LLC
		SINCLAIR FINANCE HOLDINGS, LLC
		By:		KLGT, Inc., Member
		WUHF LICENSEE, LLC
		WMSN LICENSEE, LLC

By:	Sinclair Television Company, Inc., Member
WZTV LICENSEE, LLC
WVAH LICENSEE, LLC
By:	Sinclair Television of Nashville, Inc., Member
WRLH LICENSEE, LLC
WTAT LICENSEE, LLC
By:	Sinclair Television of Charleston, Inc., Member
WRGT LICENSEE, LLC
By:	Sinclair Television of Dayton, Inc., Member
SINCLAIR NEWSCENTRAL, LLC
By:	Sinclair Communications, Inc., Member
By:		(SEAL)
	David B. Amy, in his capacity as Secretary or Manager, as the case may be

ATTEST:	NEW GUARANTOR:
	SINCLAIR TELEVISION GROUP, INC.
	SINCLAIR PROGRAMMING COMPANY, LLC
	By:	Sinclair Broadcast Group, Inc.
	SINCLAIR COMMUNICATIONS, LLC
	By: Sinclair Broadcast Group, Inc.
	KOKH, LLC
	By:	WDKY, Inc.
	WRDC, LLC
	By:	WLFL, Inc.
	By:		(SEAL)
		David B. Amy, in his capacity as Executive Vice President or Secretary, as the case may be

ATTEST:	TRUSTEE:
		WACHOVIA BANK, NATIONAL ASSOCIATION (FORMERLY FIRST UNION NATIONAL BANK), AS TRUSTEE
	By:		(SEAL)

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Exhibit 4.5

EX-4.6 7 a2114395zex-4_6.htm EXHIBIT 4.6
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Exhibit 4.6

FIFTH SUPPLEMENTAL INDENTURE

Dated as of July 17, 2003

THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of July 17, 2003 (the "Fifth Supplemental Indenture"), by and among Sinclair Broadcast Group, Inc., a Maryland corporation, (hereinafter the "Company"), certain of the Company's subsidiaries identified as Guarantors on the signature pages hereof (collectively, the "Existing Guarantors") and the Company's subsidiaries identified as New Guarantors on the signature pages hereof (the "New Guarantors"), and Wachovia Bank, National Association (formerly First Union National Bank), as Trustee under the Indenture, as hereinafter defined (hereinafter the "Trustee").

WHEREAS, May 9, 2003, the Company and certain of its subsidiaries and Trustee executed the Fourth Supplemental Indenture amending certain terms and conditions of the Indenture (the "Fourth Supplemental Indenture"). The Indenture, as amended by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, and the Fourth Supplemental Indenture collectively referred to herein as (the "Existing Indenture"). All capitalized terms used in this Fifth Supplemental Indenture and not otherwise defined shall be assigned the meaning ascribed to them in the Indenture.

WHEREAS, the New Guarantors wish to guarantee the Notes pursuant to Section 1014(b) of the Indenture.

WHEREAS, pursuant to the Existing Indenture the Company, the Existing Guarantors, the New Guarantors and the Trustee have agreed to enter into this Fifth Supplemental Indenture for the purposes stated herein; and

WHEREAS, all things necessary have been done to make this Fifth Supplemental Indenture, when executed and delivered by the Company, the Existing Guarantors, and the New Guarantors, the legal, valid and binding agreement of the Company, the Existing Guarantors, and the New Guarantors, in accordance with its terms.

NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

The parties hereto mutually covenant and agree as follows:

Section I

Section 1.01. Pursuant to Section 1014(b) of the Existing Indenture, as of the date of this Fifth Supplemental Indenture, each New Guarantor shall be deemed to be a Restricted Subsidiary of the Company and a Guarantor of the Notes and hereby executes and delivers this Fifth Supplemental Indenture to evidence its guarantee of the Notes on the same terms as the guarantee (the "Senior Guarantee") of the indebtedness (the "Senior Indebtedness") associated with the Credit Agreement dated as of July 15, 2002, by and among the Company and certain of its subsidiaries and JPMorgan Chase Bank, as Agent for the Lenders which are parties thereto, and as amended and supplemented from time to time (the "Credit Agreement"), as hereinafter set forth and further provided that said guarantee of the Notes by the New Guarantors shall be subordinated to the Senior Guarantee to the same extent as the Notes are subordinated to the Senior Indebtedness pursuant to the Existing Indenture.

Section II

Section III

Section 3.01. This Fifth Supplemental Indenture shall be construed as supplemental to the Existing Indenture and shall form a part thereof, and the Existing Indenture is hereby incorporated by reference herein and, as supplemented hereby and is hereby ratified, approved and confirmed.

Section 3.02. This Fifth Supplemental Indenture may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 3.03. This Fifth Supplemental Indenture shall be effective and operative on the date and time hereof.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year above written.

ATTEST:	THE COMPANY:
		SINCLAIR BROADCAST GROUP, INC.
___________________	By:	___________________(SEAL)
		David B. Amy, Executive Vice President and Chief Financial Officer
ATTEST AS TO ALL	SUBSIDIARY GUARANTORS:
	CHESAPEAKE TELEVISION, INC.
	KSMO, INC.
	WCGV, INC.
	SINCLAIR ACQUISITION IV, INC.
	WLFL, INC.
	SINCLAIR MEDIA I, INC.
	WSMH, INC.
	SINCLAIR MEDIA II, INC.
	WSTR LICENSEE, INC.
	WGME, INC.
	SINCLAIR MEDIA III, INC.
	WTTO, INC.
	WTVZ, INC.
	WYZZ, INC.
	KOCB, INC.
	KSMO LICENSEE, INC.
	WDKY, INC.
	WYZZ LICENSEE, INC.
	KLGT, INC.
	SINCLAIR TELEVISION COMPANY II, INC.
	WSYX LICENSEE, INC.
	WGGB, INC.
	WTWC, INC.
	SINCLAIR COMMUNICATIONS II, INC.
	SINCLAIR HOLDINGS I, INC.
	SINCLAIR HOLDINGS II, INC.
	SINCLAIR HOLDINGS III, INC.
	SINCLAIR TELEVISION COMPANY, INC.
	SINCLAIR TELEVISION OF BUFFALO, INC.
	SINCLAIR TELEVISION OF CHARLESTON, INC.
	SINCLAIR TELEVISION OF NASHVILLE, INC.
	SINCLAIR TELEVISION OF NEVADA, INC.
	SINCLAIR TELEVISION OF TENNESSEE, INC.
	SINCLAIR TELEVISION LICENSE HOLDER, INC.
	SINCLAIR TELEVISION OF DAYTON, INC.
	SINCLAIR ACQUISITION VII, INC.
	SINCLAIR ACQUISITION VIII, INC.
	SINCLAIR ACQUISITION IX, INC.
	SINCLAIR ACQUISITION X, INC.
	SINCLAIR ACQUISITION XI, INC.

		SINCLAIR ACQUISITION XII, INC.
		MONTECITO BROADCASTING CORPORATION
		CHANNEL 33, INC.
		WNYO, INC.
		NEW YORK TELEVISION, INC.
		WVTV LICENSEE, INC.
		RALEIGH (WRDC-TV) LICENSEE, INC.
		BIRMINGHAM (WABM-TV) LICENSEE, INC.
		SAN ANTONIO (KRRT-TV) LICENSEE, INC.
		SINCLAIR ACQUISITION XIII, INC.
		SINCLAIR ACQUISITION XIV, INC.
		SINCLAIR ACQUISITION XV, INC.
		SINCLAIR TELEVISION GROUP, INC.
		SINCLAIR PROPERTIES, LLC
		SINCLAIR PROPERTIES II, LLC
		KBSI LICENSEE L.P.
		KETK LICENSEE L.P.
		WMMP LICENSEE L.P.
		WSYT LICENSEE L.P.
		By:		Sinclair Properties, LLC, General Partner
		WEMT LICENSEE L.P.
		WKEF LICENSEE L.P.
		By:		Sinclair Properties II, LLC, General Partner
		WGME LICENSEE, LLC
		By:		WGME, Inc., Member
		WICD LICENSEE, LLC
		WICS LICENSEE, LLC
		KGAN LICENSEE, LLC
		By:		Sinclair Acquisition IV, Inc., Member
		WSMH LICENSEE, LLC
		By:		WSMH, Inc., Member
		WPGH LICENSEE, LLC
		KDNL LICENSEE, LLC
		WCWB LICENSEE, LLC
		By:		Sinclair Media I, Inc., Member
		WTVZ LICENSEE, LLC
		By:		WTVZ, Inc., Member
		CHESAPEAKE TELEVISION LICENSEE, LLC KABB LICENSEE, LLC SCI—SACRAMENTO LICENSEE, LLC WLOS LICENSEE, LLC
		By:		Chesapeake Television, Inc., Member

		KLGT LICENSEE, LLC
		By:		KLGT, Inc., Member
		WCGV LICENSEE, LLC
		By:		WCGV, Inc., Member
		SCI—INDIANA LICENSEE, LLC
		KUPN LICENSEE, LLC
		WEAR LICENSEE, LLC
		By:		Sinclair Media II, Inc., Member
		WLFL LICENSEE, LLC
		By:		WLFL, Inc., Member
		WTTO LICENSEE, LLC
		By:		WTTO, Inc., Member
		WTWC LICENSEE, LLC
		By:		WTWC, Inc., Member
		WGGB LICENSEE, LLC
		By:		WGGB, Inc., Member
		KOCB LICENSEE, LLC
		By:		KOCB, Inc., Member
		WDKY LICENSEE, LLC
		By:		WDKY, Inc., Member
		KOKH LICENSEE, LLC
		By:		KOKH, LLC, Member
		By:		WDKY, Inc., Member of KOKH, LLC
		WUPN LICENSEE, LLC
		WUTV LICENSEE, LLC
		WXLV LICENSEE, LLC
		By:		Sinclair Television of Buffalo, Inc., Member
		WUXP LICENSEE, LLC
		By:		Sinclair Television of Tennessee, Inc., Member
		WCHS LICENSEE, LLC
		By:		Sinclair Media III, Inc., Member
		SINCLAIR FINANCE, LLC SINCLAIR FINANCE HOLDINGS, LLC
		By:		KLGT, Inc., Member

	WUHF LICENSEE, LLC
	WMSN LICENSEE, LLC
	By:	Sinclair Television Company, Inc., Member
	WZTV LICENSEE, LLC
	WVAH LICENSEE, LLC
	By:	Sinclair Television of Nashville, Inc., Member
	WRLH LICENSEE, LLC
	WTAT LICENSEE, LLC
	By:	Sinclair Television of Charleston, Inc., Member
	WRGT LICENSEE, LLC
	By:	Sinclair Television of Dayton, Inc., Member
	SINCLAIR NEWSCENTRAL, LLC
	By:	Sinclair Communications, LLC, Member
	By:	Sinclair Broadcast Group, Inc., Member of Sinclair Communications, LLC
	SINCLAIR PROGRAMMING COMPANY, LLC
	SINCLAIR COMMUNICATIONS, LLC
	By:	Sinclair Broadcast Group, Inc., Member
	KOKH, LLC
	By:	WDKY, Inc., Member
	WRDC, LLC
	By:	WLFL, Inc., Member
___________________	By:	___________________(SEAL)
		David B. Amy, in his capacity as Secretary, Manager or Executive Vice President, as the case may be
ATTEST:	NEW GUARANTORS:
	KDSM, LLC
	By:	Sinclair Broadcast Group, Inc.
	KDSM LICENSEE, LLC
	By:	KDSM, LLC, Member
	By:	Sinclair Broadcast Group, Inc., Member of KDSM, LLC
___________________	By:	___________________(SEAL)
		David B. Amy, Executive Vice President
ATTEST:	TRUSTEE:
		WACHOVIA BANK, NATIONAL ASSOCIATION (FORMERLY FIRST UNION NATIONAL BANK), AS TRUSTEE
___________________	By:	___________________(SEAL)

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FIFTH SUPPLEMENTAL INDENTURE
Section I
Section II
Section III
EX-4.10 8 a2114395zex-4_10.htm EXHIBIT 4.10
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Exhibit 4.10

THIRD SUPPLEMENTAL INDENTURE

Dated as of January 17, 2003

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of January 17, 2003 (the "Third Supplemental Indenture"), by and among Sinclair Broadcast Group, Inc., a Maryland corporation, (hereinafter the "Company"), certain of the Company's subsidiaries identified as Guarantors on the signature pages hereof (collectively, the "Existing Guarantors") and the Company's subsidiaries identified as New Guarantor on the signature pages hereof (the "New Guarantor"), and Wachovia Bank, National Association (formerly First Union National Bank), as Trustee under the Indenture, as hereinafter defined (hereinafter the "Trustee").

WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to an Indenture dated as of March 14, 2002 (the "Existing Indenture") pursuant to which the Company issued its 8% Senior Subordinated Notes due 2012 (hereinafter the "Notes").

WHEREAS, on July 26, 2002, the Company, certain of its Subsidiaries and the Trustee executed the First Supplemental Indenture amending certain terms and conditions of the Indenture (the "First Supplemental Indenture").

WHEREAS, on November 8, 2002, the Company certain of the Subsidiaries and the Trustee executed the Second Supplemental Indenture amending certain terms and conditions of the Indenture (the "Second Supplemental Indenture"). In Indenture, as amended by the First Supplemental Indenture and the Second Supplemental Indenture collectively referred to herein as (the "Existing Indenture"). All capitalized terms used in this Third Supplemental Indenture and not otherwise defined shall be assigned the meaning ascribed to them in the Existing Indenture.

WHEREAS, the New Guarantor wishes to guarantee the Notes pursuant to Section 1014(b) of the Indenture.

NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

The parties hereto mutually covenant and agree as follows:

Section I

Chase Bank, as Agent for the Lenders which are parties thereto and as amended, modified and supplemented from time to time (the "Credit Agreement"), as hereinafter set forth and further provided that said guarantee of the Notes by the New Guarantor shall be subordinated to the Senior Guarantee to the same extent as the Notes are subordinated to the Senior Indebtedness pursuant to the Existing Indenture.

Section II

Section III

Section 3.03. This Third Supplemental Indenture shall be effective and operative on the date and time hereof.

ATTEST:	THE COMPANY:
	SINCLAIR BROADCAST GROUP, INC.
	By:		(SEAL)

		David B. Amy, Executive Vice President and Chief Financial Officer
ATTEST	AS TO ALL SUBSIDIARY GUARANTORS:
	CHESAPEAKE TELEVISION, INC. KSMO, INC. WCGV, INC. SINCLAIR ACQUISITION IV, INC. WLFL, INC. SINCLAIR MEDIA I, INC. WSMH, INC. SINCLAIR MEDIA II, INC. WSTR LICENSEE, INC. WGME, INC. SINCLAIR MEDIA III, INC. WTTO, INC. WTVZ, INC. WYZZ, INC. KOCB, INC. FSF TV, INC. KSMO LICENSEE, INC. WDKY, INC. WYZZ LICENSEE, INC. KLGT, INC. SINCLAIR TELEVISION COMPANY II, INC. SINCLAIR COMMUNICATIONS, INC.

		WSYX LICENSEE, INC. WGGB, INC. WTWC, INC. SINCLAIR COMMUNICATIONS II, INC. SINCLAIR HOLDINGS I, INC. SINCLAIR HOLDINGS II, INC. SINCLAIR HOLDINGS III, INC. SINCLAIR TELEVISION COMPANY, INC. SINCLAIR TELEVISION OF BUFFALO, INC. SINCLAIR TELEVISION OF CHARLESTON, INC. SINCLAIR TELEVISION OF NASHVILLE, INC. SINCLAIR TELEVISION OF NEVADA, INC. SINCLAIR TELEVISION OF OKLAHOMA, INC. SINCLAIR TELEVISION OF TENNESSEE, INC. SINCLAIR TELEVISION OF LICENSE HOLDER, INC. SINCLAIR TELEVISION OF DAYTON, INC. SINCLAIR ACQUISITION VII, INC. SINCLAIR ACQUISITION VIII, INC. SINCLAIR ACQUISITION IX, INC. SINCLAIR ACQUISITION X, INC. SINCLAIR ACQUISITION XI, INC. SINCLAIR ACQUISITION XII, INC. MONTECITO BROADCASTING CORPORATION CHANNEL 33, INC. WNYO, INC. NEW YORK TELEVISION, INC. WVTV LICENSEE, INC. RALEIGH (WRDC-TV) LICENSEE, INC. BIRMINGHAM (WABM-TV) LICENSEE, INC. SAN ANTONIO (KRRT-TV) LICENSEE, INC. SINCLAIR ACQUISITION XIII, INC. SINCLAIR ACQUISITION XIV, INC. SINCLAIR ACQUISITION XV, INC. SINCLAIR PROPERTIES, LLC SINCLAIR PROPERTIES II, LLC KBSI LICENSEE L.P. KETK LICENSEE L.P. WMMP LICENSEE L.P. WSYT LICENSEE L.P.
		By:	Sinclair Properties, LLC, General Partner

		WEMT LICENSEE L.P. WKEF LICENSEE L.P.
		By:	Sinclair Properties II, LLC, General Partner
		WGME LICENSEE, LLC
		By:	WGME, Inc., Member
		WICD LICENSEE, LLC WICS LICENSEE, LLC KGAN LICENSEE, LLC
		By:	Sinclair Acquisition IV, Inc., Member
		WSMH LICENSEE, LLC
		By:	WSMH, Inc., Member
		WPGH LICENSEE, LLC KDNL LICENSEE, LLC WCWB LICENSEE, LLC
		By:	Sinclair Media I, Inc., Member
		WTVZ LICENSEE, LLC
		By:	WTVZ, Inc., Member
		CHESAPEAKE TELEVISION LICENSEE, LLC KABB LICENSEE, LLC SCI - SACRAMENTO LICENSEE, LLC WLOS LICENSEE, LLC
		By:	Chesapeake Television, Inc., Member

		KLGT LICENSEE, LLC
		By:	KLGT, Inc., Member
		WCGV LICENSEE, LLC
		By:	WCGV, Inc., Member
		SCI - INDIANA LICENSEE, LLC KUPN LICENSEE, LLC WEAR LICENSEE, LLC
		By:	Sinclair Media II, Inc., Member
		WLFL LICENSEE, LLC
		By:	WLFL, Inc., Member
		WTTO LICENSEE, LLC
		By:	WTTO, Inc., Member
		WTWC LICENSEE, LLC
		By:	WTWC, Inc., Member
		WGGB LICENSEE, LLC
		By:	WGGB, Inc., Member
		KOCB LICENSEE, LLC
		By:	KOCB, Inc., Member
		WDKY LICENSEE, LLC
		By:	WDKY, Inc., Member

		KOKH LICENSEE, LLC
		By:	Sinclair Television of Oklahoma, Inc., Member
		WUPN LICENSEE, LLC WUTV LICENSEE, LLC WXLV LICENSEE, LLC
		By:	Sinclair Television of Buffalo, Inc., Member
		WUXP LICENSEE, LLC
		By:	Sinclair Television of Tennessee, Inc., Member

WCHS LICENSEE, LLC
By:	Sinclair Media III, Inc., Member
SINCLAIR FINANCE, LLC
By:	KLGT, Inc., Member
WUHF LICENSEE, LLC WMSN LICENSEE, LLC
By:	Sinclair Television Company, Inc., Member
WZTV LICENSEE, LLC WVAH LICENSEE, LLC
By:	Sinclair Television of Nashville, Inc., Member
WRLH LICENSEE, LLC WTAT LICENSEE, LLC
By:	Sinclair Television of Charleston, Inc., Member
WRGT LICENSEE, LLC
By:	Sinclair Television of Dayton, Inc.
SINCLAIR NEWSCENTRAL, LLC
By:	Sinclair Communications, Inc.
By:		(SEAL)

	David B. Amy, Manager, in his capacity as Secretary or Manager, as the case may be

ATTEST:	NEW GUARANTOR:
	SINCLAIR FINANCE HOLDINGS, LLC
	By:	KLGT, Inc.
	By:		(SEAL)
		David B. Amy, Secretary
ATTEST:	TRUSTEE:
	WACHOVIA BANK, NATIONAL ASSOCIATION (FORMERLY FIRST UNION NATIONAL BANK), AS TRUSTEE
	By:		(SEAL)

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Exhibit 4.10

THIRD SUPPLEMENTAL INDENTURE Dated as of January 17, 2003
EX-4.11 9 a2114395zex-4_11.htm EXHIBIT 4.11
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Exhibit 4.11

FOURTH SUPPLEMENTAL INDENTURE

Dated as of May 9, 2003

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of May 9, 2003 (the "Fourth Supplemental Indenture"), by and among Sinclair Broadcast Group, Inc., a Maryland corporation, (hereinafter the "Company"), certain of the Company's subsidiaries identified as Guarantors on the signature pages hereof (collectively, the "Existing Guarantors") and the Company's subsidiaries identified as New Guarantors on the signature pages hereof (the "New Guarantors"), and Wachovia Bank, National Association (formerly First Union National Bank), as Trustee under the Indenture, as hereinafter defined (hereinafter the "Trustee").

WHEREAS, on November 8, 2002, the Company, certain of the Subsidiaries and the Trustee executed the Second Supplemental Indenture amending certain terms and conditions of the Indenture (the "Second Supplemental Indenture").

WHEREAS, on January 17, 2003, the Company, certain of the Subsidiaries and the Trustee executed the Third Supplemental Indenture amending certain terms and conditions of the Indenture (the "Third Supplemental Indenture"). In Indenture, as amended by the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, collectively referred to herein as (the "Existing Indenture"). All capitalized terms used in this Fourth Supplemental Indenture and not otherwise defined shall be assigned the meaning ascribed to them in the Existing Indenture.

WHEREAS, the New Guarantors wish to guarantee the Notes pursuant to Section 1014(b) of the Indenture.

NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:

The parties hereto mutually covenant and agree as follows:

Section I

Section 1.01. Pursuant to Section 1014(b) of the Existing Indenture, as of the date of this Fourth Supplemental Indenture, the New Guarantors shall be deemed to be a Restricted Subsidiary of the Company and a Guarantor of the Notes and hereby executes and delivers this Fourth Supplemental

Indenture to evidence its guarantee of the Notes on the same terms as the guarantee (the "Senior Guarantee") of the indebtedness (the "Senior Indebtedness") associated with the Credit Agreement dated as of July 15, 2002, by and among the Company and certain of its subsidiaries and JPMorgan Chase Bank, as Agent for the Lenders which are parties thereto and as amended, modified and supplemented from time to time (the "Credit Agreement"), as hereinafter set forth and further provided that said guarantee of the Notes by the New Guarantors shall be subordinated to the Senior Guarantee to the same extent as the Notes are subordinated to the Senior Indebtedness pursuant to the Existing Indenture.

Section II

Section III

Section 3.03. This Fourth Supplemental Indenture shall be effective and operative on the date and time hereof.

ATTEST:	THE COMPANY:
	SINCLAIR BROADCAST GROUP, INC.
	By:		(SEAL)

		David B. Amy, Executive Vice President and Chief Financial Officer
ATTEST AS TO ALL	SUBSIDIARY GUARANTORS:
	CHESAPEAKE TELEVISION, INC. KSMO, INC. WCGV, INC. SINCLAIR ACQUISITION IV, INC. WLFL, INC. SINCLAIR MEDIA I, INC. WSMH, INC. SINCLAIR MEDIA II, INC. WSTR LICENSEE, INC. WGME, INC. SINCLAIR MEDIA III, INC. WTTO, INC. WTVZ, INC. WYZZ, INC.

KOCB, INC.
KSMO LICENSEE, INC.
WDKY, INC.
WYZZ LICENSEE, INC.
KLGT, INC.
SINCLAIR TELEVISION COMPANY II, INC.
SINCLAIR COMMUNICATIONS, INC.
WSYX LICENSEE, INC.
WGGB, INC.
WTWC, INC.
SINCLAIR COMMUNICATIONS II, INC.
SINCLAIR HOLDINGS I, INC.
SINCLAIR HOLDINGS II, INC.
SINCLAIR HOLDINGS III, INC.
SINCLAIR TELEVISION COMPANY, INC.
SINCLAIR TELEVISION OF BUFFALO, INC.
SINCLAIR TELEVISION OF CHARLESTON, INC.
SINCLAIR TELEVISION OF NASHVILLE, INC.
SINCLAIR TELEVISION OF NEVADA, INC.
SINCLAIR TELEVISION OF TENNESSEE, INC.
SINCLAIR TELEVISION OF LICENSE HOLDER, INC.
SINCLAIR TELEVISION OF DAYTON, INC.
SINCLAIR ACQUISITION VII, INC.
SINCLAIR ACQUISITION VIII, INC.
SINCLAIR ACQUISITION IX, INC.
SINCLAIR ACQUISITION X, INC.
SINCLAIR ACQUISITION XI, INC.
SINCLAIR ACQUISITION XII, INC.
MONTECITO BROADCASTING CORPORATION
CHANNEL 33, INC.
WNYO, INC.
NEW YORK TELEVISION, INC.
WVTV LICENSEE, INC.
RALEIGH (WRDC-TV) LICENSEE, INC.
BIRMINGHAM (WABM-TV) LICENSEE, INC.
SAN ANTONIO (KRRT-TV) LICENSEE, INC.
SINCLAIR ACQUISITION XIII, INC.
SINCLAIR ACQUISITION XIV, INC.
SINCLAIR ACQUISITION XV, INC.

SINCLAIR PROPERTIES, LLC
SINCLAIR PROPERTIES II, LLC

		KBSI LICENSEE L.P. KETK LICENSEE L.P. WMMP LICENSEE L.P. WSYT LICENSEE L.P.
		By:	Sinclair Properties, LLC, General Partner
		WEMT LICENSEE L.P. WKEF LICENSEE L.P.
		By:	Sinclair Properties II, LLC, General Partner
		WGME LICENSEE, LLC
		By:	WGME, Inc., Member
		WICD LICENSEE, LLC WICS LICENSEE, LLC KGAN LICENSEE, LLC
		By:	Sinclair Acquisition IV, Inc., Member
		WSMH LICENSEE, LLC
		By:	WSMH, Inc., Member
		WPGH LICENSEE, LLC KDNL LICENSEE, LLC WCWB LICENSEE, LLC
		By:	Sinclair Media I, Inc., Member
		WTVZ LICENSEE, LLC
		By:	WTVZ, Inc., Member
		CHESAPEAKE TELEVISION LICENSEE, LLC KABB LICENSEE, LLC SCI - SACRAMENTO LICENSEE, LLC WLOS LICENSEE, LLC
		By:	Chesapeake Television, Inc., Member

		KLGT LICENSEE, LLC
		By:	KLGT, Inc., Member
		WCGV LICENSEE, LLC
		By:	WCGV, Inc., Member
		SCI - INDIANA LICENSEE, LLC KUPN LICENSEE, LLC WEAR LICENSEE, LLC
		By:	Sinclair Media II, Inc., Member
		WLFL LICENSEE, LLC
		By:	WLFL, Inc., Member
		WTTO LICENSEE, LLC
		By:	WTTO, Inc., Member
		WTWC LICENSEE, LLC
		By:	WTWC, Inc., Member
		WGGB LICENSEE, LLC
		By:	WGGB, Inc., Member
		KOCB LICENSEE, LLC
		By:	KOCB, Inc., Member
		WDKY LICENSEE, LLC
		By:	WDKY, Inc., Member

		KOKH LICENSEE, LLC
		By:	KOKH, LLC., Member
		WUPN LICENSEE, LLC WUTV LICENSEE, LLC WXLV LICENSEE, LLC
		By:	Sinclair Television of Buffalo, Inc., Member
		WUXP LICENSEE, LLC
		By:	Sinclair Television of Tennessee, Inc., Member

WCHS LICENSEE, LLC
By:	Sinclair Media III, Inc., Member
SINCLAIR FINANCE, LLC SINCLAIR FINANCE HOLDINGS, LLC
By:	KLGT, Inc., Member
WUHF LICENSEE, LLC WMSN LICENSEE, LLC
By:	Sinclair Television Company, Inc., Member
WZTV LICENSEE, LLC WVAH LICENSEE, LLC
By:	Sinclair Television of Nashville, Inc., Member
WRLH LICENSEE, LLC WTAT LICENSEE, LLC
By:	Sinclair Television of Charleston, Inc., Member
WRGT LICENSEE, LLC
By:	Sinclair Television of Dayton, Inc.
SINCLAIR NEWSCENTRAL, LLC
By:	Sinclair Communications, Inc.
By:		(SEAL)
	David B. Amy, in his capacity as Secretary or Manager, as the case may be

ATTEST:	NEW GUARANTOR:
	SINCLAIR TELEVISION GROUP, INC.
	SINCLAIR PROGRAMMING COMPANY, LLC
	By:	Sinclair Broadcast Group, Inc.
	SINCLAIR COMMUNICATIONS, LLC
	By:	Sinclair Broadcast Group, Inc.
	KOKH, LLC
	By:	WDKY, Inc.
	WRDC, LLC
	By:	WLFL, Inc.
	By:		(SEAL)
		David B. Amy, in his capacity as Executive Vice President or Secretary, as the case may be
ATTEST:	TRUSTEE:
	WACHOVIA BANK, NATIONAL ASSOCIATION (FORMERLY FIRST UNION NATIONAL BANK), AS TRUSTEE
	By:		(SEAL)

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Exhibit 4.11

FOURTH SUPPLEMENTAL INDENTURE Dated as of May 9, 2003
EX-4.12 10 a2114395zex-4_12.htm EXHIBIT 4.12
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Exhibit 4.12

FIFTH SUPPLEMENTAL INDENTURE

Dated as of July 17, 2003

WHEREAS, the New Guarantors wish to guarantee the Notes pursuant to Section 1014(b) of the Indenture.

NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

The parties hereto mutually covenant and agree as follows:

Section I

Section 1.01. Pursuant to Section 1014(b) of the Existing Indenture, as of the date of this Fifth Supplemental Indenture, the New Guarantors shall be deemed to be a Restricted Subsidiary of the Company and a Guarantor of the Notes and hereby executes and delivers this Fifth Supplemental Indenture to evidence its guarantee of the Notes on the same terms as the guarantee (the "Senior Guarantee") of the indebtedness (the "Senior Indebtedness") associated with the Credit Agreement dated as of July 15, 2002, by and among the Company and certain of its subsidiaries and JPMorgan Chase Bank, as Agent for the Lenders which are parties thereto and as amended, modified and supplemented from time to time (the "Credit Agreement"), as hereinafter set forth and further provided that said guarantee of the Notes by the New Guarantors shall be subordinated to the Senior Guarantee to the same extent as the Notes are subordinated to the Senior Indebtedness pursuant to the Existing Indenture.

Section II

Section III

Section 3.03. This Fifth Supplemental Indenture shall be effective and operative on the date and time hereof.

[SIGNATURES ON FOLLOWING PAGE]

ATTEST:	THE COMPANY:
		SINCLAIR BROADCAST GROUP, INC.
___________________	By:	___________________(SEAL) David B. Amy, Executive Vice President and Chief Financial Officer
ATTEST AS TO ALL	SUBSIDIARY GUARANTORS:
	CHESAPEAKE TELEVISION, INC. KSMO, INC. WCGV, INC. SINCLAIR ACQUISITION IV, INC. WLFL, INC. SINCLAIR MEDIA I, INC. WSMH, INC. SINCLAIR MEDIA II, INC. WSTR LICENSEE, INC. WGME, INC. SINCLAIR MEDIA III, INC. WTTO, INC. WTVZ, INC. WYZZ, INC. KOCB, INC. KSMO LICENSEE, INC. WDKY, INC. WYZZ LICENSEE, INC. KLGT, INC. SINCLAIR TELEVISION COMPANY II, INC. WSYX LICENSEE, INC. WGGB, INC. WTWC, INC. SINCLAIR COMMUNICATIONS II, INC. SINCLAIR HOLDINGS I, INC. SINCLAIR HOLDINGS II, INC. SINCLAIR HOLDINGS III, INC. SINCLAIR TELEVISION COMPANY, INC. SINCLAIR TELEVISION OF BUFFALO, INC. SINCLAIR TELEVISION OF CHARLESTON, INC. SINCLAIR TELEVISION OF NASHVILLE, INC. SINCLAIR TELEVISION OF NEVADA, INC. SINCLAIR TELEVISION OF TENNESSEE, INC. SINCLAIR TELEVISION OF LICENSE HOLDER, INC. SINCLAIR TELEVISION OF DAYTON, INC.

		SINCLAIR ACQUISITION VII, INC. SINCLAIR ACQUISITION VIII, INC. SINCLAIR ACQUISITION IX, INC. SINCLAIR ACQUISITION X, INC. SINCLAIR ACQUISITION XI, INC. SINCLAIR ACQUISITION XII, INC.
		MONTECITO BROADCASTING CORPORATION CHANNEL 33, INC. WNYO, INC. NEW YORK TELEVISION, INC. WVTV LICENSEE, INC. RALEIGH (WRDC-TV) LICENSEE, INC. BIRMINGHAM (WABM-TV) LICENSEE, INC. SAN ANTONIO (KRRT-TV) LICENSEE, INC. SINCLAIR ACQUISITION XIII, INC. SINCLAIR ACQUISITION XIV, INC. SINCLAIR ACQUISITION XV, INC. SINCLAIR TELEVISION GROUP, INC.
		SINCLAIR PROPERTIES, LLC SINCLAIR PROPERTIES II, LLC
		KBSI LICENSEE L.P. KETK LICENSEE L.P. WMMP LICENSEE L.P. WSYT LICENSEE L.P.
		By:		Sinclair Properties, LLC, General Partner
		WEMT LICENSEE L.P. WKEF LICENSEE L.P.
		By:		Sinclair Properties II, LLC, General Partner
		WGME LICENSEE, LLC
		By:		WGME, Inc., Member
		WICD LICENSEE, LLC WICS LICENSEE, LLC KGAN LICENSEE, LLC
		By:		Sinclair Acquisition IV, Inc., Member
		WSMH LICENSEE, LLC
		By:		WSMH, Inc., Member
		WPGH LICENSEE, LLC KDNL LICENSEE, LLC WCWB LICENSEE, LLC
		By:		Sinclair Media I, Inc., Member
		WTVZ LICENSEE, LLC
		By:		WTVZ, Inc., Member

		CHESAPEAKE TELEVISION LICENSEE, LLC KABB LICENSEE, LLC SCI—SACRAMENTO LICENSEE, LLC WLOS LICENSEE, LLC
		By:		Chesapeake Television, Inc., Member
		KLGT LICENSEE, LLC
		By:		KLGT, Inc., Member
		WCGV LICENSEE, LLC
		By:		WCGV, Inc., Member
		SCI—INDIANA LICENSEE, LLC KUPN LICENSEE, LLC WEAR LICENSEE, LLC
		By:		Sinclair Media II, Inc., Member
		WLFL LICENSEE, LLC
		By:		WLFL, Inc., Member
		WTTO LICENSEE, LLC
		By:		WTTO, Inc., Member
		WTWC LICENSEE, LLC
		By:		WTWC, Inc., Member
		WGGB LICENSEE, LLC
		By:		WGGB, Inc., Member
		KOCB LICENSEE, LLC
		By:		KOCB, Inc., Member
		WDKY LICENSEE, LLC
		By:		WDKY, Inc., Member
		KOKH LICENSEE, LLC
		By:		KOKH, LLC., Member
		By:		WDKY, Inc., Member of KOKH, LLC
		WUPN LICENSEE, LLC WUTV LICENSEE, LLC WXLV LICENSEE, LLC
		By:		Sinclair Television of Buffalo, Inc., Member
		WUXP LICENSEE, LLC
		By:		Sinclair Television of Tennessee, Inc., Member
		WCHS LICENSEE, LLC
		By:		Sinclair Media III, Inc., Member

	SINCLAIR FINANCE, LLC SINCLAIR FINANCE HOLDINGS, LLC
	By:	KLGT, Inc., Member
	WUHF LICENSEE, LLC WMSN LICENSEE, LLC
	By:	Sinclair Television Company, Inc., Member
	WZTV LICENSEE, LLC WVAH LICENSEE, LLC
	By:	Sinclair Television of Nashville, Inc., Member
	WRLH LICENSEE, LLC WTAT LICENSEE, LLC
	By:	Sinclair Television of Charleston, Inc., Member
	WRGT LICENSEE, LLC
	By:	Sinclair Television of Dayton, Inc.
	SINCLAIR NEWSCENTRAL, LLC
	By:	Sinclair Communications, LLC, Member
	By:	Sinclair Broadcast Group, Inc., Member of Sinclair Communications, LLC
	SINCLAIR PROGRAMMING COMPANY, LLC SINCLAIR COMMUNICATIONS, LLC
	By:	Sinclair Broadcast Group, Inc., Member
	KOKH, LLC
	By:	WDKY, Inc., Member
	WRDC, LLC
	By:	WLFL, Inc., Member
___________________	By:	___________________(SEAL) David B. Amy, in his capacity as Secretary, Manager or Executive Vice President, as the case may be
ATTEST:	NEW GUARANTORS:
	KDSM, LLC
	By:	Sinclair Broadcast Group, Inc.
	KDSM LICENSEE, LLC
	By:	KDSM, LLC, Member
	By:	Sinclair Broadcast Group, Inc., Member of
	KDSM, LLC
___________________	By:	___________________(SEAL)
		David B. Amy, Executive Vice President

ATTEST:	TRUSTEE:
	WACHOVIA BANK, NATIONAL ASSOCIATION (FORMERLY FIRST UNION NATIONAL BANK), AS TRUSTEE
___________________	By:	___________________(SEAL)

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Exhibit 4.12

FIFTH SUPPLEMENTAL INDENTURE
Section I
Section II
Section III
EX-4.13 11 a2114395zex-4_13.htm EXHIBIT 4.13
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Exhibit 4.13

SINCLAIR BROADCAST GROUP, INC., as Issuer,

and

Wachovia Bank, National Association, as Trustee

INDENTURE

Dated as of May 20, 2003

$125,000,000 (with $25,000,000 Over-Allotment Option)

Convertible Senior Subordinated Notes due 2018

TABLE OF CONTENTS

		PAGE
PARTIES		1
RECITALS		1
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
Section 101.	Definitions.	1
	"Accreted Conversion Price per Share"	1
	"Accreted Principal Price"	1
	"Affiliate"	2
	"Applicable Procedures"	2
	"Bank Credit Agreement"	2
	"Bankruptcy Law"	3
	"Bid Solicitation Agent"	3
	"Board of Directors"	3
	"Board Resolution"	3
	"Business Day"	3
	"Calendar Quarter"	3
	"Capital Lease Obligation"	3
	"Cash Equivalents"	3
	"Clearstream"	3
	"Code"	3
	"Commission"	3
	"Common Stock"	4
	"Company"	4
	"Company Request" or "Company Order"	4
	"Contingent Cash Interest"	4
	"Conversion Agent"	4
	"Conversion Rate"	4
	"Conversion Value"	4
	"Corporate Trust Office"	4
	"Default"	4
	"Depositary"	4
	"Designated Senior Indebtedness"	4
	"Disqualified Equity Interests"	4
	"Equity Interest"	5
	"Euroclear"	5
	"Event of Default"	5
	"Exchange Act"	5
	"Fair Market Value"	5
	"Film Contract"	5
	"Five-Trading-Day Measurement"	5
	"Founders' Notes"	5
	"Fundamental Change"	5
	"Generally Accepted Accounting Principles" or "GAAP"	6
	"Global Security"	6
	"Guaranteed Debt"	6
	"Holder"	7

		"Indebtedness"		7
		"Indenture"		7
		"Indenture Obligations"		8
		"Initial Purchasers"		8
		"Interest Payment Date"		8
		"Interest Rate Agreements"		8
		"Issue Date"		8
		"Lien"		8
		"Maturity"		8
		"Moody's"		8
		"Non-payment Default"		8
		"Officers' Certificate"		8
		"Opinion of Counsel"		8
		"Opinion of Independent Counsel"		8
		"Outstanding"		8
		"Paying Agent"		9
		"Payment Default"		9
		"Permitted Holders"		9
		"Permitted Junior Securities"		9
		"Person"		10
		"Predecessor Security"		10
		"Preferred Equity Interest"		10
		"Principal Accretion"		10
		"Principal Amount at Issuance"		10
		"Prospectus"		10
		"Redemption Date"		11
		"Redemption Price"		11
		"Registration Rights Agreement"		11
		"Registration Statement"		11
		"Regular Record Date"		11
		"Regulation S"		11
		"Regulation S Global Securities"		11
		"Responsible Officer"		11
		"Restricted Securities Legend"		11
		"Restricted Securities Transfer Certificate"		11
		"Restricted Security"		11
		"Rule 144A"		11
		"Rule 144A Global Securities"		11
		"Rule 144A Information"		11
		"Sale Price"		11
		"S&P"		12
		"Securities"		12
		"Securities Act"		12
		"Security Price"		12
		"Security Register" and "Security Registrar"		12
		"Senior Indebtedness"		12
		"Shelf Registration Statement"		13
		"Special Record Date"		13
		"Stated Maturity"		13
		"Subsidiary"		13

	"Successor Security"	13
	"Temporary Cash Investments"	13
	"Trading Day"	14
	"Trust Indenture Act"	14
	"Trustee"	14
	"Voting Stock"	14
	"Wholly-Owned Subsidiary"	14
Section 102.	Other Definitions.	14
Section 103.	Compliance Certificates and Opinions.	15
Section 104.	Form of Documents Delivered to Trustee.	16
Section 105.	Acts of Holders.	16
Section 106.	Notices, etc., to Trustee and the Company.	17
Section 107.	Notice to Holders; Waiver.	17
Section 108.	Conflict with Trust Indenture Act.	18
Section 109.	Effect of Headings and Table of Contents.	18
Section 110.	Successors and Assigns.	18
Section 111.	Separability Clause.	18
Section 112.	Benefits of Indenture.	18
Section 113.	Governing Law.	18
Section 114.	Legal Holidays.	18
Section 115.	Schedules and Exhibits.	19
Section 116.	Counterparts.	19
ARTICLE TWO SECURITY FORMS		19
Section 201.	Forms Generally.	19
Section 202.	Form of Face of Security.	20
Section 203.	Form of Reverse of Securities.	24
Section 204.	Additional Provisions Required in Global Security.	30
Section 205.	Form of Trustee's Certificate of Authentication.	31
ARTICLE THREE THE SECURITIES		32
Section 301.	Title and Terms.	32
Section 302.	Denominations.	33
Section 303.	Execution, Authentication, Delivery and Dating.	33
Section 304.	Temporary Securities.	34
Section 305.	Global Securities.	34
Section 306.	Registration, Registration of Transfer and Exchange.	35
Section 307.	Special Transfer Provisions.	37
Section 308.	Mutilated, Destroyed, Lost and Stolen Securities.	39
Section 309.	Payment of Interest; Interest Rights Preserved.	39
Section 310.	Persons Deemed Owners.	40
Section 311.	Cancellation.	41
Section 312.	Computation of Interest.	41
Section 313.	CUSIP Numbers.	41
ARTICLE FOUR CONVERSION		41
Section 401.	Conversion Privilege.	41
Section 402.	Conversion Procedure.	44
Section 403.	Fractional Shares.	46
Section 404.	Taxes on Conversion.	46

iii

Section 405.	Company to Provide Stock.	46
Section 406.	Adjustment of Conversion Rate.	47
Section 407.	No Adjustment.	51
Section 408.	Adjustment for Tax Purposes.	51
Section 409.	Notice of Adjustment.	51
Section 410.	Notice of Certain Transactions.	51
Section 411.	Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege.	52
Section 412.	Trustee's Disclaimer.	53
Section 413.	Voluntary Increase.	53
ARTICLE FIVE REMEDIES		53
Section 501.	Events of Default.	53
Section 502.	Acceleration of Maturity; Rescission and Annulment.	55
Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee.	56
Section 504.	Trustee May File Proofs of Claim.	56
Section 505.	Trustee May Enforce Claims without Possession of Securities.	57
Section 506.	Application of Money Collected.	57
Section 507.	Limitation on Suits.	58
Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest.	58
Section 509.	Restoration of Rights and Remedies.	58
Section 510.	Rights and Remedies Cumulative.	59
Section 511.	Delay or Omission Not Waiver.	59
Section 512.	Control by Holders.	59
Section 513.	Waiver of Past Defaults.	59
Section 514.	Undertaking for Costs.	60
Section 515.	Waiver of Stay, Extension or Usury Laws.	60
ARTICLE SIX THE TRUSTEE		60
Section 601.	Notice of Defaults.	60
Section 602.	Certain Rights of Trustee.	60
Section 603.	Trustee Not Responsible for Recitals, Dispositions of Securities, Application of Proceeds Thereof or Calculations Related to the Securities.	61
Section 604.	Trustee and Agents May Hold Securities; Collections; etc.	62
Section 605.	Money Held in Trust.	62
Section 606.	Compensation and Indemnification of Trustee and Conversion Agent and the Trustee's Prior Claim.	62
Section 607.	Conflicting Interests.	63
Section 608.	Corporate Trustee Required; Eligibility.	64
Section 609.	Resignation and Removal; Appointment of Successor Trustee.	64
Section 610.	Acceptance of Appointment by Successor.	65
Section 611.	Merger, Conversion, Consolidation or Succession to Business.	65
Section 612.	Preferential Collection of Claims Against Company.	66
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY		66
Section 701.	Company to Furnish Trustee Names and Addresses of Holders.	66
Section 702.	Disclosure of Names and Addresses of Holders.	66
Section 703.	Reports by Trustee.	67
Section 704.	Reports by Company.	67

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE		67
Section 801.	Company May Consolidate, etc., Only on Certain Terms.	67
Section 802.	Successor Substituted.	68
ARTICLE NINE SUPPLEMENTAL INDENTURES		69
Section 901.	Supplemental Indentures and Agreements without Consent of Holders.	69
Section 902.	Supplemental Indentures and Agreements with Consent of Holders.	69
Section 903.	Execution of Supplemental Indentures and Agreements.	70
Section 904.	Effect of Supplemental Indentures.	71
Section 905.	Conformity with Trust Indenture Act.	71
Section 906.	Reference in Securities to Supplemental Indentures.	71
Section 907.	Effect on Senior Indebtedness.	71
ARTICLE TEN COVENANTS		71
Section 1001.	Payment of Principal, Premium and Interest.	71
Section 1002.	Maintenance of Office or Agency.	71
Section 1003.	Money for Security Payments to Be Held in Trust.	72
Section 1004.	Corporate Existence.	73
Section 1005.	Payment of Taxes and Other Claims.	73
Section 1006.	Maintenance of Properties.	73
Section 1007.	Insurance.	74
Section 1008.	Provision of Financial Statements.	74
Section 1009.	Statement by Officers as to Default.	74
Section 1010.	Waiver of Certain Covenants.	75
ARTICLE ELEVEN REDEMPTION OF SECURITIES		75
Section 1101.	Rights of Redemption.	75
Section 1102.	Applicability of Article.	76
Section 1103.	Election to Redeem; Notice to Trustee.	77
Section 1104.	Selection by Trustee of Securities to Be Redeemed.	77
Section 1105.	Notice of Redemption.	77
Section 1106.	Deposit of Redemption Price.	78
Section 1107.	Securities Payable on Redemption Date.	78
Section 1108.	Securities Redeemed or Purchased in Part.	79
ARTICLE TWELVE SUBORDINATION OF SECURITIES		79
Section 1201.	Securities Subordinate to Senior Indebtedness.	79
Section 1202.	Payment Over of Proceeds Upon Dissolution, etc.	80
Section 1203.	Suspension of Payment When Senior Indebtedness in Default.	81
Section 1204.	Payment Permitted if No Default.	82
Section 1205.	Subrogation to Rights of Holders of Senior Indebtedness.	82
Section 1206.	Provisions Solely to Define Relative Rights.	82
Section 1207.	Trustee to Effectuate Subordination.	82
Section 1208.	No Waiver of Subordination Provisions.	83
Section 1209.	Notice to Trustee.	83
Section 1210.	Reliance on Judicial Order or Certificate of Liquidating Agent.	84
Section 1211.	Rights of Trustee as a Holder of Senior Indebtedness; Preservation of Trustee's Rights.	84

Section 1212.	Article Applicable to Paying Agents.	84
Section 1213.	No Suspension of Remedies.	84
Section 1214.	Trustee's Relation to Senior Indebtedness.	84
Sect6ion 12.15.	Modification to Corporate Structure.	85
ARTICLE THIRTEEN SATISFACTION AND DISCHARGE		85
Section 1301.	Satisfaction and Discharge of Indenture.	85
Section 1302.	Reinstatement.	86
Section 1303.	Officers' Certificate; Opinion of Counsel.	86
ARTICLE FOURTEEN PURCHASE OF SECURITIES AT THE OPTION OF HOLDERS UPON A FUNDAMENTAL CHANGE		86
Section 1401.	Fundamental Change Put.	86
Section 1402.	Effect of Fundamental Change Repurchase Notice.	88
Section 1403.	Deposit of Fundamental Change Repurchase Price.	89
Section 1404.	Securities Purchased in Part.	89
Section 1405.	Compliance with Securities Laws Upon Purchase of Securities.	90
Section 1406.	Repayment to the Company.	90
ARTICLE FIFTEEN PURCHASE OF SECURITIES AT THE OPTION OF HOLDERS		90
Section 1501.	Optional Put.	90
Section 1502.	Effect of Optional Repurchase Notice.	92
Section 1503.	Deposit of Optional Repurchase Price.	93
Section 1504.	Securities Purchased in Part.	93
Section 1505.	Compliance with Securities Laws Upon Purchase of Securities.	93
Section 1506.	Repayment to the Company.	93
ARTICLE SIXTEEN CONTINGENT CASH INTEREST		94
Section 1601.	Contingent Cash Interest.	94
Section 1602.	Payment of Contingent Cash Interest; Contingent Cash Interest Rights Preserved.	94
Section 1603.	Bid Solicitation Agent.	94
ARTICLE SEVENTEEN TAX TREATMENT		94
Section 1701.	Tax Treatment.	94
Section 1702.	Comparable Yield and Projected Payment Schedule.	95
TESTIMONIUM		96
SIGNATURES AND SEALS		96
ACKNOWLEDGMENTS
ANNEX 1	Projected Payment Schedule
EXHIBIT A	Form of Regulation S Certificate
EXHIBIT B	Form of Restricted Securities Transfer Certificate
EXHIBIT C	Form of Unrestricted Securities Certificate

Reconciliation and tie between Trust Indenture Act of 1939
and Indenture, dated as of May 20, 2003

Trust Indenture Act Section		Indenture Section
§ 310	(a)	610, 611
	(a)(1)	608
	(a)(2)	608
	(b)	607, 609
§ 311	(a)	612
§ 312	(a)	701
	(b)	702
	(c)	702
§ 313	(a)	703
	(c)	703, 704
§ 314	(a)	704
	(a)(4)	1021
	(c)(1)	103
	(c)(2)	103
	(e)	103
§ 315	(a)	602, 903
	(b)	601, 602, 903
	(c)	602, 903
	(d)	602, 903
	(e)	514
§ 316	(a)(last sentence)	101
	(a)(1)(A)	("Outstanding")
	(a)(1)(B)	502, 512
	(b)	513
	(c)	508
		105
§ 317	(a)(1)	503
	(a)(2)	504
	(b)	1003
§ 318	(a)	108

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Indenture.

vii

INDENTURE, dated as of May 20, 2003, between SINCLAIR BROADCAST GROUP, INC., a Maryland corporation, and Wachovia Bank, National Association, a national banking association organized under the laws of the United States of America, as Trustee.

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of Convertible Senior Subordinated Notes due 2018 (the "Securities") of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture and the Securities.

This Indenture is subject to, and shall be governed by, the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.

All acts and things necessary have been done to make (i) the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and (ii) this Indenture a valid agreement of the Company in accordance with the terms of this Indenture.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(d) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(e) all references to $, US$, dollars or United States dollars shall refer to the lawful currency of the United States of America.

"Accreted Conversion Price per Share" as of any day is an amount equal to the Accreted Principal Price of a Security on that day, divided by the number of shares of Common Stock issuable upon conversion of such Security on that day based on the then-applicable Conversion Rate.

"Accreted Principal Price" of a Security as of any day is an amount equal to the sum of (i) the Principal Amount at Issuance of such Security plus (ii) the accrued Principal Accretion on such Security on such date. For purposes of clarity, the Accreted Principal Price of each $1,000 in Principal Amount at Issuance of the Securities on the following dates is set forth below (and the Accreted Principal Price between the dates listed below will include an additional amount reflecting the

additional Principal Accretion that has accrued on such Securities since the immediately preceding date on the table):

	(1) Principal Amount at Issuance		(2) Accrued Principal Accretion		(3) Accreted Principal Price (1)+(2)
May 20, 2003 to January 15, 2011	$	1,000.00	$	0.00	$	1,000.00
July 15, 2011		1,000.00		14.38		1,014.38
January 15, 2012		1,000.00		29.10		1,029.10
July 15, 2012		1,000.00		44.18		1,044.18
January 15, 2013		1,000.00		59.64		1,059.64
July 15, 2013		1,000.00		75.47		1,075.47
January 15, 2014		1,000.00		91.68		1,091.68
July 15, 2014		1,000.00		108.29		1,108.29
January 15, 2015		1,000.00		125.30		1,125.30
July 15, 2015		1,000.00		142.73		1,142.73
January 15, 2016		1,000.00		160.59		1,160.59
July 15, 2016		1,000.00		178.88		1,178.88
January 15, 2017		1,000.00		197.61		1,197.61
July 15, 2017		1,000.00		216.80		1,216.80
January 15, 2018		1,000.00		236.46		1,236.46
July 15, 2018		1,000.00		256.60		1,256.60

"Affiliate" means, with respect to any specified Person, (i) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, (ii) any other Person that owns, directly or indirectly, 5% or more of such Person's Equity Interests or any officer or director of any such Person or other Person or, with respect to any natural Person, any Person having a relationship with such Person or other Person by blood, marriage or adoption not more remote than first cousin or (iii) any other Person 10% or more of the voting Equity Interests of which are beneficially owned or held directly or indirectly by such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Applicable Procedures" means, with respect to any transfer or transaction involving a Global Security or beneficial interests therein, the rules and procedures of the Depositary for such Security, Euroclear and/or Clearstream, in each case to the extent applicable to such transaction and as in effect at the time of such transfer or transaction.

"Bank Credit Agreement" means the Credit Agreement, dated as of July 15, 2002, between the Company, the subsidiaries of the Company identified on the signature pages thereof under the caption "Subsidiary Guarantors," the lenders named therein and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as agent, as amended on December 31, 2002, and as such agreement may be further 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 this Indenture, "Bank Credit Agreement" shall include any amendments, renewals, extensions, substitutions, refinancings, restructurings, replacements, supplements or any other modifications that increase the principal amount of the Indebtedness or the commitments to lend thereunder.

"Bid Solicitation Agent" means the bid solicitation agent appointed by the Company, which shall initially be Wachovia Bank, National Association, or any alternative or additional bid solicitation agent designated by the Company or any replacement designated by the Company.

"Board of Directors" means the board of directors of the Company or any duly authorized committee of such board.

"Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of such entity and to be in full force and effect on the date of such certification, and delivered to the Trustee.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York, the State of Maryland or the city in which the Corporate Trust Office is located are authorized or obligated by law or executive order to close.

"Calendar Quarter" means a three month period ending on March 31, June 30, September 30 or December 31.

"Capital Lease Obligation" means any obligation of the Company and its Subsidiaries on a Consolidated basis under any capital lease of real or personal property which, in accordance with GAAP, has been recorded as a capitalized lease obligation.

"Cash Equivalents" means (i) any evidence of Indebtedness with a maturity of one year or less from the date of acquisition issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof); (ii) certificates of deposit or acceptances with a maturity of one year or less from the date of acquisition of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500,000,000; (iii) commercial paper with a maturity of one year or less from the date of acquisition issued by a corporation that is not an Affiliate of the Company organized under the laws of any state of the United States or the District of Columbia and rated A-1 (or higher) according to S&P or P-1 (or higher) according to Moody's or at least an equivalent rating category of another nationally recognized securities rating agency; (iv) any money market deposit accounts issued or offered by a domestic commercial bank having capital and surplus in excess of $500,000,000; and (v) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the government of the United States of America or issued by any agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition; provided that the terms of such agreements comply with the guidelines set forth in the Federal Financial Agreements of Depository Institutions With Securities Dealers and Others, as adopted by the Comptroller of the Currency on October 31, 1985.

"Clearstream" means Clearstream Banking, societe anonyme, or any successor securities clearing agency.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

"Common Stock" means the Class A common stock of the Company, $.01 par value per share, as it exists on the date of this Indenture and any shares of any class or classes of Equity Interests of the Company resulting from any reclassification or reclassifications thereof.

"Company" means Sinclair Broadcast Group, Inc., a corporation incorporated under the laws of Maryland, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person.

"Company Request" or "Company Order" means a written request or order signed in the name of the Company by any one of its Chairman of the Board, its Vice Chairman, its President or a Vice President (regardless of vice presidential designation), and by any one of its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

"Contingent Cash Interest" has the meaning specified in the form of Security set forth in Section 202.

"Conversion Agent" means the conversion agent appointed by the Company under this Indenture, which shall initially be Wachovia Bank, National Association, or any alternative or additional conversion agent designated by the Company or any replacement designated by the Company.

"Conversion Rate" means the number of shares of Common Stock into which each $1,000 of Principal Amount at Issuance of Securities is convertible, which is initially 44.7015, subject to adjustments as set forth in this Indenture.

"Conversion Value" means the product of the Sale Price of a share of Common Stock on any given day times the then current Conversion Rate.

"Corporate Trust Office" means the office of the Trustee or an Affiliate or agent thereof at which at any particular time the corporate trust business for the purposes of this Indenture shall be principally administered, which office at the date of execution of this Indenture is located at Wachovia Bank, National Association, 1021 East Cary Street, 3rd Floor, Richmond, Virginia 23219, Attention: Corporate Trust Department VA 9646.

"Default" means any event which is, or after notice or passage of any time or both would be, an Event of Default.

"Depositary" means, with respect to the Securities issued in the form of Global Securities, if any, The Depository Trust Company, a New York limited purpose corporation, its nominees and successors, or any other Person designated as the Depositary by the Company pursuant to Section 305(b), in each case registered as a "clearing agency" under the Exchange Act and maintaining a book-entry system that qualifies for treatment as "registered form" under Section 163(f) of the Code.

"Designated Senior Indebtedness" means (i) all Senior Indebtedness outstanding under the Bank Credit Agreement and (ii) any other Senior Indebtedness which is incurred pursuant to an agreement (or series of related agreements) simultaneously entered into providing for indebtedness, or commitments to lend, of at least $25,000,000 at the time of determination and is specifically designated in the instrument evidencing such Senior Indebtedness or the agreement under which such Senior Indebtedness arises as "Designated Senior Indebtedness" by the Company.

"Disqualified Equity Interests" means any Equity Interests that, either by their terms or by the terms of any security into which they are convertible or exchangeable or otherwise, are, or upon the happening of an event or passage of time would be, required to be redeemed prior to any Stated Maturity of the principal of the Securities or are redeemable at the option of the holder thereof at any time prior to any such Stated Maturity (other than upon a change of control of or sale of assets by the Company in circumstances where the holders of the Securities would have similar rights), or are

convertible into or exchangeable for debt securities at any time prior to any such Stated Maturity at the option of the holder thereof.

"Euroclear" means the Euroclear Clearance System or any successor securities clearing agency.

"Event of Default" has the meaning specified in Article Five.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Ex-Dividend Time" means, with respect to any issuance or distribution on shares of Common Stock, the first date on which the shares of Common Stock trade regular way on the principal securities market on which the shares of Common Stock are then traded without the right to receive such issuance or distribution.

"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.

"Five-Trading-Day Measurement Period" means the five Trading Days ending on the second Trading Day immediately preceding the first day of the applicable Contingent Cash Interest Period.

"Fundamental Change" means the occurrence of any of the following events: (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 40% of the total outstanding Voting Stock of the Company, provided that the Permitted Holders "beneficially own" (as so defined) a lesser percentage of such Voting Stock than such other Person and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company; (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election to such Board or whose nomination for election by the shareholders of the Company, was approved by a vote of at least 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) 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; (iv) the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with the provisions described under Article Eight; or (v) the Company's Common Stock ceases to be listed on a national securities exchange or quoted on the Nasdaq National Market or another established automated over-the-counter trading market in the United States.

A Fundamental Change will not be deemed to have occurred if either:

(1) the last Sale Price of the Common Stock for any five Trading Days within:

(i) the period of the ten consecutive Trading Days immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change, in the case of a Fundamental Change resulting solely from a Fundamental Change in clause (i) of the definition of Fundamental Change; or

(ii) the period of the ten consecutive Trading Days immediately preceding the Fundamental Change, in the case of a Fundamental Change resulting from a Fundamental Change in clauses (ii), (iii) or (iv) of the definition of Fundamental Change,

is at least equal to 105% of the quotient where the numerator is the Accreted Principal Price of $1,000 of the Principal Amount at Issuance of the Securities and the denominator is the Conversion Rate in effect on such Trading Day; or

(2) in the case of a merger or consolidation, at least 95% of the consideration, excluding cash payments for fractional shares in the merger or consolidation constituting the Fundamental Change, consists of common stock traded on a United States national securities exchange or quoted on the Nasdaq National Market (or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change) and as a result of such transaction or transactions the Securities become convertible solely into such common stock.

For purposes of clarification, a "Fundamental Change" will not be deemed to occur solely as a result of the transfer of all or substantially all of the Company's assets to a Wholly-Owned Subsidiary of the Company where that Subsidiary assumes all or substantially all of the Indebtedness of the Company (other than the Securities).

"Generally Accepted Accounting Principles" or "GAAP" means generally accepted accounting principles in the United States, consistently applied, which are in effect on the date of this Indenture.

"Global Security" means a Security in book-entry form in the form prescribed in Sections 202 through 205 evidencing all or part of the Securities, issued to the Depositary or its nominee and registered in the name of the Depositary or such nominee.

"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.

"Holder" means a Person in whose name a Security is registered in the Security Register.

"Indebtedness" means, with respect to any Person, without duplication, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, excluding any trade payables and other accrued current liabilities arising in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit issued under letter of credit facilities, acceptance facilities or other similar facilities and in connection with any agreement to purchase, redeem, exchange, convert or otherwise acquire for value any Equity Interests of such Person, or any warrants, rights or options to acquire such Equity Interests, now or hereafter outstanding, (ii) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments, (iii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade payables arising in the ordinary course of business, (iv) all obligations under Interest Rate Agreements of such Person, (v) all Capital Lease Obligations of such Person, (vi) all Indebtedness referred to in clauses (i) through (v) above of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien, upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, (vii) all Guaranteed Debt of such Person, (viii) all Disqualified Equity Interests valued at the greater of their voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends, and (ix) any amendment, supplement, modification, deferral, renewal, extension, refunding or refinancing of any liability of the types referred to in clauses (i) through (viii) above; provided, however, that the term Indebtedness shall not include (1) any obligations of the Company and its Restricted Subsidiaries with respect to Film Contracts entered into in the ordinary course of business and (2) the $200 million aggregate liquidation value of the 11⁵/8% High Yield Trust Offered Preferred Securities of Sinclair Capital (the "HYTOPS") and any other similar instruments issued to replace or refinance the HYTOPS. The amount of Indebtedness of any Person at any date shall be, without duplication, the principal amount that would be shown on a balance sheet of such Person prepared as of such date in accordance with GAAP and the maximum determinable liability of any Guaranteed Debt referred to in clause (vii) above at such date. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Equity Interests which do not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Equity Interests, such Fair Market Value to be determined in good faith by the board of directors of the issuer of such Disqualified Equity Interests.

"Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively.

"Indenture Obligations" means the obligations of the Company and any other obligor under this Indenture or under the Securities, to pay principal, Principal Amount at Issuance, Principal Accretion, Accreted Principal Price, premium, if any, and interest (including Contingent Cash Interest and Additional Interest, if any) when due and payable, and all other amounts due or to become due under or in connection with this Indenture, the Securities and the performance of all other obligations to the Trustee and the Holders under this Indenture and the Securities, according to the terms hereof and thereof.

"Initial Purchasers" means Bear, Stearns & Co. Inc., UBS Warburg LLC, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and Wachovia Securities Inc. as initial purchasers of the Securities.

"Interest Payment Date" means the Stated Maturity of an installment of interest on the Securities.

"Interest Rate Agreements" means one or more of the following agreements which shall be entered into by one or more financial institutions: interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and any obligations in respect of any Hedging Agreements (as defined in the Bank Credit Agreement).

"Issue Date" means May 20, 2003.

"Maturity" when used with respect to any Security, means the date on which the Accreted Principal Price of such Security becomes due and payable as therein provided or as provided in this Indenture, whether at Stated Maturity or a Redemption Date and whether by declaration of acceleration, Fundamental Change, call for redemption or otherwise.

"Moody's" means Moody's Investors Service, Inc. or any successor rating agency.

"Non-payment Default" means any event (other than a Payment Default) the occurrence of which entitles one or more Persons to accelerate the maturity of any Designated Senior Indebtedness.

"Officers' Certificate" means a certificate signed by the Chairman of the Board, Vice Chairman, the President or a Vice President (regardless of vice presidential designation), and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company or the Trustee, unless an Opinion of Independent Counsel is required pursuant to the terms of this Indenture, and who shall be acceptable to the Trustee.

"Opinion of Independent Counsel" means a written opinion of counsel issued by someone who is not an employee or consultant of the Company and who shall be acceptable to the Trustee.

"Outstanding" when used with respect to Securities means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for whose payment or redemption, money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or any Affiliate thereof) in trust or set aside and segregated in trust by the Company or

such Affiliate (if the Company or such Affiliate shall act as the Paying Agent) for the Holders; provided that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made; and

(c) Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof reasonably satisfactory to it that such Securities are held by a bona fide purchaser or protected purchaser in whose hands the Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite Principal Amount at Issuance of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the reasonable satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Optional Repurchase Date, Fundamental Change Repurchase Date or Stated Maturity, as the case may be, such Securities shall cease to be Outstanding and Principal Accretion or any cash interest on such Securities shall cease to accrue; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture. If a Security is converted in accordance with the Indenture, then from and after the time of conversion on the Conversion Date, such Security shall cease to be Outstanding and Principal Accretion or cash interest shall cease to accrue on such Security.

"Paying Agent" means any Person authorized by the Company to pay the principal of, premium, if any, or interest on any Securities on behalf of the Company.

"Payment Default" means any default in the payment of principal of, premium, if any, or interest, on any Designated Senior Indebtedness.

"Permitted Holders" means as of the date of determination (i) any of David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith; (ii) family members or the relatives of the Persons described in clause (i); (iii) any trusts created for the benefit of the Persons described in clause (i), (ii) or (iv) or any trust for the benefit of any such trust; or (iv) in the event of the incompetence or death of any of the Persons described in clauses (i) and (ii), such Person's estate, executor, administrator, committee or other personal representative or beneficiaries, in each case who at any particular date shall beneficially own or have the right to acquire, directly or indirectly, Equity Interests of the Company.

"Permitted Junior Securities" means (so long as the effect of any exclusion employing this definition is not to cause the Securities to be treated in any case or proceeding or similar event described in clause (a), (b) or (c) of Section 1202 as part of the same class of claims as the Senior Indebtedness or any class of claims pari passu with, or senior to, the Senior Indebtedness) for any payment or distribution, debt or equity securities of the Company or any successor corporation provided for by a plan of reorganization or readjustment that are subordinated at least to the same extent that the Securities are subordinated to the payment of all Senior Indebtedness then outstanding; provided that (1) if a new corporation results from such reorganization or readjustment, such corporation assumes any Senior Indebtedness not paid in full in cash or Cash Equivalents in connection

with such reorganization or readjustment and (2) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.

"Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 308 in exchange for a mutilated Security or in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Security.

"Preferred Equity Interest", as applied to the Equity Interest of any Person, means an Equity Interest of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such person, over Equity Interests of any other class of such Person.

"Principal Accretion" of any Security as of any day means the accretion beginning on January 15, 2011 on such Security in an amount that is calculated so that when the amount of the Principal Accretion is combined with the 2.00% cash interest payable on such Security from January 15, 2011 until Maturity, the resulting yield to Maturity on such Security is 4.875% per year (calculated on a semi-annual bond equivalent basis using a 360-day year comprised of twelve 30 day months). For purposes of clarity, the Principal Accretion for every $1,000 of Principal Amount at Issuance of the Securities on the dates listed below is set forth below (and the Principal Accretion between the dates listed below will include an additional amount reflecting the additional Principal Accretion that has accrued on such Securities since the immediately preceding date on the table).

	Accrued Principal Accretion per $1,000 Note
May 20, 2003 to January 15, 2011	$	0.00
July 15, 2011		14.38
January 15, 2012		29.10
July 15, 2012		44.18
January 15, 2013		59.64
July 15, 2013		75.47
January 15, 2014		91.68
July 15, 2014		108.29
January 15, 2015		125.30
July 15, 2015		142.73
January 15, 2016		160.59
July 15, 2016		178.88
January 15, 2017		197.61
July 15, 2017		216.80
January 15, 2018		236.46
July 15, 2018		256.60

"Principal Amount at Issuance" of a Security means the initial issue price of the Security as set forth on the face of the Security.

"Prospectus" means the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Securities covered by a Shelf Registration Statement, and by all other amendments and

supplements to such prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein.

"Redemption Date" when used with respect to any Security to be redeemed pursuant to any provision in this Indenture means the date fixed for such redemption by or pursuant to this Indenture.

"Redemption Price" when used with respect to any Security to be redeemed pursuant to any provision in this Indenture means the price at which it is to be redeemed pursuant to this Indenture.

"Registration Rights Agreement" means the Registration Rights Agreement, dated as of May 20, 2003, between the Company and the Initial Purchasers, as amended from time to time.

"Registration Statement" means any registration statement of the Company which covers any of the Securities pursuant to the provisions of the Registration Rights Agreement, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"Regular Record Date" for the interest payable on any Interest Payment Date means the 15th day (whether or not a Business Day) next preceding such Interest Payment Date.

"Regulation S" means Regulation S under the Securities Act.

"Regulation S Global Securities" means one or more permanent Global Securities in registered form representing the aggregate principal amount of Securities sold in reliance on Regulation S under the Securities Act.

"Responsible Officer" when used with respect to the Trustee means any officer assigned to the Corporate Trust Office or the agent of the Trustee appointed hereunder, including any vice president, assistant vice president, assistant secretary, or any other officer or assistant officer of the Trustee or the agent of the Trustee appointed hereunder to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject.

"Restricted Securities Legend" means a legend substantially in the form of the legend required in the form of Security set forth in Section 202 to be placed upon a Restricted Security.

"Restricted Securities Transfer Certificate" means a certificate substantially in the form set forth in Exhibit A.

"Restricted Security" means each Security required pursuant to Section 306 to bear a Restricted Securities Legend.

"Rule 144A" means Rule 144A under the Securities Act.

"Rule 144A Global Securities" means one or more permanent Global Securities in registered form representing the aggregate principal amount of Securities sold in reliance on Rule 144A under the Securities Act.

"Rule 144A Information" shall be such information with respect to the Company as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

"Sale Price" of the shares of Common Stock on any date means:

(1) if the shares of Common Stock are listed on a United States national or regional securities exchange, the closing per share sale price of Common Stock (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices) on such date as reported in the composite transactions for the principal United States securities exchange on which the shares of Common Stock are traded, or

(2) if the shares of Common Stock are reported by the Nasdaq National Market, as reported by the National Association of Securities Dealers Automated Quotation System or its successors.

If the Common Stock is not listed for trading on a United States national or regional security exchange and not reported by the Nasdaq National Market on the relevant date, the "Sale Price" will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If the Common Stock is not so quoted, the "Sale Price" will be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. If no Sale Price is available as described above, the Sale Price will be the value of a share of Common Stock as determined by the Board of Directors (which shall be evidenced by an Officer's Certificate delivered to the Initial Purchasers at closing).

"S&P" means Standard & Poor's Ratings Services, or any successor rating agency.

"Securities" has the meaning specified in the Recitals.

"Securities Act" means the Securities Act of 1933, as amended.

"Security Price" on any date of determination means the average of the secondary market bid quotations for Securities obtained by the Company or the Bid Solicitation Agent for $5,000,000 Principal Amount at Issuance of the Securities at approximately 4:00 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company, provided that if at least three such bids cannot reasonably be obtained by the Company or the Bid Solicitation Agent, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Company or the Bid Solicitation Agent, such bid shall be used. If the Company or the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 Principal Amount at Issuance of the Securities from a nationally recognized securities dealer or if, in the Company's reasonable judgment, the bid quotations are not indicative of the secondary market value of the Securities, then the Security Price will equal (a) the then-applicable Conversion Rate of the Securities multiplied by (b) the Sale Price of the Common Stock on such determination date.

"Security Register" and "Security Registrar" have the respective meanings specified in Section 306.

"Senior Indebtedness" means the principal of, premium, if any, and interest (including interest accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy law whether or not allowable as a claim in such proceeding) on any Indebtedness of the Company (other than as otherwise provided in this definition), whether outstanding on the date of this Indenture or thereafter created, incurred or assumed, and whether at any time owing, actually or contingent, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Securities. Without limiting the generality of the foregoing, "Senior Indebtedness" shall include (i) the principal of, premium, if any, and interest (including interest accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy law whether or not allowable as a claim in such proceeding) and all other obligations of every nature of the Company from time to time owed to the lenders (or their agent) under the Bank Credit Agreement; provided, however, that any Indebtedness under any refinancing, refunding or replacement of the Bank Credit Agreement shall not constitute Senior Indebtedness to the extent that the Indebtedness thereunder is by its express terms subordinate to any other Indebtedness of the Company, (ii) Indebtedness outstanding under the Founders' Notes and (iii) Indebtedness under Interest Rate Agreements. Notwithstanding the foregoing, "Senior Indebtedness" shall not include (i) Indebtedness evidenced by the Securities, (ii) Indebtedness that is subordinate or junior in right of

payment to any Indebtedness of the Company, (iii) Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 of the United States Code, is without recourse to the Company, (iv) Indebtedness which is represented by Disqualified Equity Interests, (v) any liability for foreign, federal, state, local or other taxes owed or owing by the Company to the extent such liability constitutes Indebtedness, (vi) Indebtedness of the Company to a Subsidiary or any other Affiliate of the Company or any of such Affiliate's subsidiaries, (vii) that portion of any Indebtedness which at the time of issuance is issued in violation of this Indenture, and (viii) Indebtedness owed by the Company for compensation to employees or for services.

"Shelf Registration Statement" means a "shelf" registration statement of the Company pursuant to the Registration Rights Agreement, which covers all or a portion of the Registrable Securities (as defined in the Registration Rights Agreement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 309.

"Stated Maturity" when used with respect to any Indebtedness or any installment of interest thereon, means the date specified in such Indebtedness as the fixed date on which the principal (or Accreted Principal Price, if applicable) of such Indebtedness or such installment of interest (including Contingent Cash Interest and Additional Interest) is due and payable.

"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. For purposes of each of Article V herein, the definition of "Indebtedness," the definition of "Capital Lease Obligation" and the definition of "Wholly-Owned Subsidiary," the word "Subsidiary" shall exclude any Subsidiary which is an "Unrestricted Subsidiary" as defined in the Bank Credit Agreement, in the indenture, dated as of March 14, 2002, among the Company, the guarantors named therein, and Wachovia Bank, National Association, as trustee, as amended or supplemented from time to time (the "2002 Indenture"), in the indenture, dated as of December 10, 2001, among the Company, the guarantors named therein, and Wachovia Bank, National Association, as trustee, as amended or supplemented from time to time (the "2001 Indenture"), or in any other Indebtedness of the Company which has a similar definitional concept. If each of the Bank Credit Agreement, the 2002 Indenture, the 2001 Indenture and such other Indebtedness are terminated in accordance with their terms, then the preceding sentence shall be of no force and effect during such time that all such Indebtedness is terminated.

"Successor Security" of any particular Security means every Security issued after, and evidencing all or a portion of the same debt as that evidenced by, such particular Security. For the purposes of this definition, any Security authenticated and delivered under Section 308 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

"Temporary Cash Investments" means (i) any evidence of Indebtedness, maturing not more than one year after the date of acquisition, issued by the United States of America, or an instrumentality or agency thereof and guaranteed fully as to principal, premium, if any, and interest by the United States of America, (ii) any certificate of deposit, maturing not more than one year after the date of acquisition, issued by, or time deposit of, a commercial banking institution (including the Trustee) that is a member of the Federal Reserve System and that has combined capital and surplus and undivided profits of not less than $500,000,000, whose debt has a rating, at the time as of which any investment therein is made, of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P, (iii) commercial paper, maturing not more than one year after the date of acquisition, issued by a

corporation (other than an Affiliate or Subsidiary of the Company) (including the Trustee) organized and existing under the laws of the United States of America with a rating, at the time as of which any investment therein is made, of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P and (iv) any money market deposit accounts issued or offered by a domestic commercial bank (including the Trustee) having capital and surplus in excess of $500,000,000.

"Trading Day" means a day on which the Common Stock: (i) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market as of the close of business, and (ii) had traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

"Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee.

"Wholly-Owned Subsidiary" means a Subsidiary all the Equity Interests of which are owned by the Company or another Wholly-Owned Subsidiary.

Section 102. Other Definitions.

Term	Defined in Section
"Act"	105
"Additional Interest"	202
"Agent Members"	305	(a)
"Combined Amount"	406	(d)
"Comparable Yield"	1702
"Contingent Cash Interest Payment Date"	1602
"Contingent Cash Interest Period"	1601
"Conversion Date"	402
"Conversion Trigger Price"	401	(a)
"current market price per share"	406	(g)
"Defaulted Interest"	309
"Determination Date"	406	(d)
"Expiration Date"	406	(e)
"Expiration Time"	406	(e)
"Fundamental Change Repurchase Date"	1401	(a)
"Fundamental Change Repurchase Notice"	1401	(c)
"Fundamental Change Repurchase Price"	1401
"Initial Blockage Period"	1203	(b)
"Optional Repurchase Date"	1501
"Optional Repurchase Notice"	1501
"Optional Repurchase Price"	1501
"Payment Blockage Period"	1203
"Physical Securities"	305
"Projected Payment Schedule"	1502
"Purchased Shares"	406	(c)

"Required Filing Dates"	1008
"Restricted Period"	201
"Senior Representative"	1203
"Surviving Entity"	801	(a)
"tender offer"	406	(f)
"tendered shares"	406	(f)
"Triggering Distribution"	406	(d)

Section 103. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company and any other obligor on the Securities shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents, certificates and/or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 104. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company or other obligor of the Securities may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or other obligor of the Securities stating that the information with respect to such factual matters is in the possession of the Company or other obligor of the Securities, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. Opinions of Counsel required to be delivered to the Trustee may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or government or other officials customary for opinions of the type required, including certificates certifying as to matters of fact, including that various financial covenants have been complied with.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 105. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments (which may take the form of an electronic writing or messaging or otherwise be in accordance with customary procedures of the Depositary or the Trustee) of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing (which may be in electronic form); and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture, if made in the manner provided in this Section. The fact and date of the execution by any person of any such instrument or writing or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient in accordance with such reasonable rules as the Trustee may determine.

(b) The ownership of Securities shall be proved by the Security Register.

(c) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every future Holder of the same Security or the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, suffered or omitted to be done by the Trustee, any Paying Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

(d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of such Holders entitled to give such

request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding Trust Indenture Act Section 316(c), any such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not more than 30 days prior to the first solicitation of Holders generally in connection therewith and no later than the date such solicitation is completed.

In the absence of any such record date fixed by the Company, regardless as to whether a solicitation of the Holders is occurring on behalf of the Company or any Holder, the Trustee may, at its option, fix in advance a record date for the determination of such Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Trustee shall have no obligation to do so. Any such record date shall be a date not more than 30 days prior to the first solicitation of Holders generally in connection therewith and no later than a date such solicitation is completed.

If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for purposes of determining whether Holders of the requisite proportion of Securities then Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for this purpose the Securities then Outstanding shall be computed as of such record date; provided that no such request, demand, authorization, direction, notice, consent, waiver or other Act by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

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

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(a) the Trustee by any Holder or by the Company or any other obligor of the Securities or a Senior Representative (as defined in Section 1203(b) herein) or holder of Senior Indebtedness shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to or with the Trustee at the Corporate Trust Office, Attention: Corporate Trust Division, or at any other address previously furnished in writing to the Holders, the Company, any other obligor of the Securities or a Senior Representative or holder of Senior Indebtedness by the Trustee; or

(b) the Company shall be sufficient for every purpose (except as provided in Section 501(c)) hereunder if in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Company addressed to it at Sinclair Broadcast Group, Inc., 10706 Beaver Dam Road, Hunt Valley, Maryland 21030, Attention: President, or at any other address previously furnished in writing to the Trustee by the Company.

Section 107. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice when mailed to a Holder in the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such

notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event as required by any provision of this Indenture, then any method of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

Section 108. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with any provision of the Trust Indenture Act or another provision which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, the provision or requirement of the Trust Indenture Act shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

Section 109. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 110. Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 111. Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 112. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person (other than the parties hereto and their successors hereunder, any Paying Agent, the Holders and the holders of Senior Indebtedness) any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 113. Governing Law.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).

Section 114. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity or other payment date of any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal or premium, if any, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity or other payment date, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date, Redemption Date, Stated Maturity, or other payment date to the next succeeding Business Day.

Section 115. Schedules and Exhibits.

All schedules and exhibits attached hereto are by this reference made a part hereof with the same effect as if herein set forth in full.

Section 116. Counterparts.

This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

ARTICLE TWO

SECURITY FORMS

Section 201. Forms Generally.

The Securities and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security.

The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the end of the applicable "distribution compliance period" identified in Regulation S under the Securities Act which shall in no event be longer than one year (the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the

Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Section 202. Form of Face of Security.

(a) The form of the face of any Security authenticated and delivered hereunder shall be substantially as follows.

All Securities which are Global Securities must contain the Global Securities legend provided below. Unless and until a Security is sold under an effective Registration Statement pursuant to the Registration Rights Agreement, then each Security shall bear the legend for Restricted Securities provided below on the face thereof. In addition, all Securities must contain the tax legend identified below.

SINCLAIR BROADCAST GROUP, INC.

CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2018

[If the Security is a Global Security, insert the following legend]—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[If this Security is a Restricted Security insert the following legend (the "Restricted Securities Legend")] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER

TRANSFER IS (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (A)(2), (A)(3) OR (A)(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, SUBJECT TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY BEING COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE.

[All Securities must include the following tax legend] THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF SECTIONS 1271, 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND IS SUBJECT TO THE CONTINGENT PAYMENT DEBT INSTRUMENT REGULATIONS OF TREASURY REGULATION SECTION 1.1275-4. THE ISSUE PRICE OF THIS NOTE WAS $1,000 PER NOTE WITH A PRINCIPAL AMOUNT OF $1,000 AT ISSUANCE; THE ISSUE DATE IS MAY 20, 2003; THE COMPARABLE YIELD IS 9.25% PER ANNUM, COMPOUNDED SEMIANNUALLY; THE PROJECTED PAYMENT SCHEDULE IS ATTACHED AS ANNEX 1 TO THE INDENTURE; AND THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $2,197.59 PER NOTE WITH A PRINCIPAL AMOUNT OF $1,000 AT ISSUANCE, BASED ON THE PROJECTED PAYMENT SCHEDULE AND DETERMINED WITHOUT TAKING INTO ACCOUNT ANY ADJUSTMENTS PURSUANT TO TREASURY REGULATION SECTION 1.1275-4(b).

SINCLAIR BROADCAST GROUP, INC.

CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2018

Cusip No.:

No:

SINCLAIR BROADCAST GROUP, INC., a corporation duly existing and qualified under the laws of the State of Maryland (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, on July 15, 2018, the Accreted Principal Price of this Security on such date, plus accrued and unpaid interest through such date, unless earlier converted, redeemed or repurchased. For the sake of clarity, the Accreted Principal Price of this Security on July 15, 2018 will be $1,256.60 for every $1,000 of Principal Amount at Issuance of this Security, and a Security with a Principal Amount at Issuance of $125,000,000 would have an Accreted Principal Price on July 15, 2018 of $157,075,000. The Principal Amount at Issuance of this Security is $ . The Principal Amount at Issuance will accrete in accordance with the terms of the Indenture.

In addition, for value received, the Company hereby promises to pay to , or registered assigns, (i) from May 20, 2003, or from the most recent Interest Payment Date to which interest has been paid or provided for, to, but not including January 15, 2011, cash interest at an annual rate of 4.875% of the Principal Amount at Issuance and (ii) from January 15, 2011, or from the most recent Interest Payment Date following January 15, 2011 to which interest has been paid or provided for, to, but not including, the date on which the Accreted Principal Price of this Security is paid or made available for payment, cash interest at an annual rate of 2.00% of the Principal Amount at Issuance. Such cash interest on this Security is payable semi-annually in arrears on January 15 and July 15 in each year, with the first Interest Payment Date being July 15, 2003, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each payment of cash interest on this Security will include interest accrued through the day before the applicable Interest Payment Date (or Optional Repurchase Date, Fundamental Change Repurchase Date, Redemption Date or, in certain circumstances, Conversion Date, as the case may be).

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest payment, which shall be the January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such Defaulted Interest at the interest rate borne by the Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Subject to the conditions of the Indenture and the accrual and record date provisions specified below, the Company shall pay additional interest ("Contingent Cash Interest") to the Holders during any six-month period from January 15 to July 14 and from July 15 to January 14, commencing with the six-month period beginning January 15, 2011, if the average Security Price for the five Trading Days in the Five-Trading-Day Measurement Period with respect to such six month period equals 120% or more of the Accreted Principal Price of such Securities to, but excluding, the day immediately preceding the first day of the relevant six month period. Contingent Cash Interest will be paid only in cash.

Contingent Cash Interest, if any, will accrue from January 15 or July 15, as applicable, and will be payable on the last day of the applicable six month period. Contingent Cash Interest will be paid to the Person in whose name a Security is registered on the next preceding Regular Record Date on which Contingent Cash Interest is payable.

The amount of Contingent Cash Interest payable per Security in respect of any six-month period will equal 0.375% per annum of the average Security Price for the Five-Trading-Day Measurement Period.

The Holder of this Security is entitled to the benefits of the Registration Rights Agreement, dated as of May 20, 2003, between the Company and the Initial Purchasers, including the provisions contained therein regarding the payment of Additional Interest (as defined therein). Any Additional Interest due pursuant to the Registration Rights Agreement will be payable in cash on the Interest Payment Dates related to the Securities. The Additional Interest will be determined by multiplying the applicable Additional Interest rate by the Accreted Principal Price of the Securities, multiplied by a fraction the numerator of which is the number of days such Additional Interest rate was applicable during the period, and the denominator of which is 360.

Payment of the principal of, premium, if any, Accreted Principal Price, and interest on this Security will be made at the office or agency of the Company maintained for that purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company interest may be paid (i) by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the applicable Interest Payment Date) by the Holder thereof. If any of the Securities are held by the Depositary, payments of interest to the Depositary may be made by wire transfer to the Depositary.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

All references in this Security or in the Indenture to "interest" or "accrued and unpaid interest" shall be deemed to include, to the extent applicable, a reference to Additional Interest and Contingent Cash Interest.

Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by the manual or facsimile signature of its authorized officers.

Dated: May 20, 2003		SINCLAIR BROADCAST GROUP, INC.
		By:
Attest:
Secretary

Section 203. Form of Reverse of Securities.

The form of the reverse of the Securities shall be substantially as follows:

SINCLAIR BROADCAST GROUP, INC.

CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2018

1. Indenture.

This Security is one of a duly authorized issue of Securities of the Company designated as its Convertible Senior Subordinated Notes due 2018 (herein called the "Securities"), limited in Principal Amount at Issuance to $125,000,000 ($150,000,000 if the joint book-running managers in connection with the initial sale of the Securities exercise their overallotment option in full) which may be issued under an indenture (herein called the "Indenture"), dated as of May 20, 2003, between the Company and Wachovia Bank, National Association, as trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered.

2. Ranking.

The Indebtedness evidenced by this Security constitutes unsecured senior subordinated Indebtedness of the Company and, to the extent and in the manner provided in the Indenture, is subordinate and subject 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, whether outstanding on the date of the Indenture or thereafter, and this Security is issued subject to such provisions. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee his attorney-in-fact for such purpose. Under the circumstances described in the Indenture, the Indebtedness evidenced by this Security will become unsecured Senior Indebtedness of the Company and the subordination provisions described above will not be applicable.

3. Redemption at the Option of the Company.

No sinking fund is provided for the Securities. The Securities are subject to redemption for cash in whole or from time to time in part on or after January 15, 2011, at the option of the Company, on not less than 30 nor more than 60 days' prior notice by first-class mail at a redemption price equal to the Accreted Principal Price of the Security so redeemed plus accrued and unpaid cash interest (including Contingent Cash Interest and Additional Interest), if any, to but excluding the Redemption Date. The Redemption Prices on January 15, 2011 and on each subsequent July 15 and January 15 thereafter prior to July 15, 2018 and on July 15, 2018 are set forth in the table below. In addition to the Redemption Prices set forth on such table, the Redemption Price on any Redemption Date that falls between the dates listed would be the Accreted Principal Price as of such Redemption Date plus accrued and unpaid cash interest (including Contingent Cash Interest and Additional Interest) to but excluding the Redemption Date (subject to the right of Holders of record on relevant Interest Payment Dates to receive interest due on an Interest Payment Date) that has accrued on a Security since the immediately preceding date on which interest was paid.

	(1)		(2)		(3)
	Principal Amount at Issuance		Accrued Principal Accretion		Accreted Principal Price (1)+(2)
Redemption Date
January 15, 2011	$	1,000.00	$	0.00	$	1,000.00
July 15, 2011		1,000.00		14.38		1,014.38
January 15, 2012		1,000.00		29.10		1,029.10
July 15, 2012		1,000.00		44.18		1,044.18
January 15, 2013		1,000.00		59.64		1,059.64
July 15, 2013		1,000.00		75.47		1,075.47
January 15, 2014		1,000.00		91.68		1,091.68
July 15, 2014		1,000.00		108.29		1,108.29
January 15, 2015		1,000.00		125.30		1,125.30
July 15, 2015		1,000.00		142.73		1,142.73
January 15, 2016		1,000.00		160.59		1,160.59
July 15, 2016		1,000.00		178.88		1,178.88
January 15, 2017		1,000.00		197.61		1,197.61
July 15, 2017		1,000.00		216.80		1,216.80
January 15, 2018		1,000.00		236.46		1,236.46
July 15, 2018		1,000.00		256.60		1,256.60

If less than all of the Securities are to be redeemed, the Trustee shall select the Securities or portions thereof to be redeemed by lot, or in its discretion, on a pro rata basis or by any other method the Trustee shall deem fair and reasonable. If any Security is to be redeemed in part only, a new Security in Principal Amount at Issuance equal to the unredeemed portion of Principal Amount at Issuance will be issued. If a portion of a Holder's Securities is selected for partial redemption and such Holder converts a portion of its Securities, the converted portion will be deemed to be of the portion selected for redemption.

In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities of record as of the close of business on the relevant record date referred to on the face hereof. Securities (or portions thereof) whose redemption and payment is made in accordance with the Indenture shall cease to bear interest from and after the date of redemption.

4. Purchase by the Company at the Option of the Holder.

Each Holder may require the Company to repurchase for cash on January 15, 2011 all or a portion of such Holder's Securities, at a purchase price in cash equal to 100% of the Principal Amount at Issuance plus any accrued and unpaid cash interest (including Contingent Cash Interest and Additional Interest) to but excluding the Optional Repurchase Date.

In addition, upon the occurrence of a Fundamental Change, each Holder may require the Company to repurchase for cash all or a portion of such Holder's Securities, at a purchase price in cash equal to the Accreted Principal Price on the date of repurchase plus any accrued and unpaid cash interest (including Contingent Cash Interest and Additional Interest), if any, to, but excluding, the date of repurchase. Securities submitted for repurchase must have a Principal Amount at Issuance equal to $1,000 or multiples of $1,000.

Holders have the right to withdraw any Optional Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

In the event of a repurchase of this Security in part only, a new Security or Securities for the unrepurchased portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

5. Conversion.

Under the circumstances provided for in, and subject to compliance with the provisions of, the Indenture, a Holder of a Security may, at such Holder's option, convert such Security (or any portion thereof equal to $1,000 Principal Amount at Issuance or any multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Rate in effect at the time of conversion (or at such other rate provided in the Indenture with respect to conversion upon satisfaction of Security Price conditions); provided, however, that if the Security is called for redemption pursuant to Article Eleven of the Indenture or is submitted or presented for repurchase pursuant to Articles Fourteen or Fifteen of the Indenture, the conversion right will terminate (if the Holder has not previously elected to convert the Security) at the close of business on the second Business Day immediately preceding the Redemption Date, Optional Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company shall default in paying the Redemption Price, Optional Repurchase Price or Fundamental Change Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be).

The Company will notify Holders of any event triggering the right to convert the Security as specified above in accordance with the Indenture.

A Security in respect of which a Holder has delivered an Optional Repurchase Notice or a Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice is withdrawn in accordance with the terms of the Indenture.

The initial Conversion Rate is 44.7015 shares of Common Stock per $1,000 Principal Amount at Issuance (with no effect given to any accretion of such amount from and after January 15, 2011), subject to adjustment under certain circumstances. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Sale Price of the Common Stock on the Trading Day immediately prior to the Conversion Date.

To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion

Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The Conversion Agent may assume without independent verification that any Holder that delivers a conversion notice is entitled to convert this Security.

6. Calculations.

The Company will be responsible for making all calculations called for under this Security. These calculations include, but are not limited to, determinations of accrued interest, including Contingent Cash Interest and Additional Interest, the Redemption Price, the Conversion Rate, the Optional Repurchase Price, the Fundamental Change Repurchase Price, the Security Price, the Sale Price of the Company's Common Stock and other calculations related to a Holder's conversion rights. The Company will make these calculations in good faith and, absent manifest error, the calculations will be final and binding on any Holder of this Security. The Company will provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and the Conversion Agent is entitled to rely upon the accuracy of such calculations without independent verification. The Trustee may forward the Company's calculations to any Holder of this Security upon request.

7. Events of Default.

If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

8. Transfer; Exchange; Registration.

If this Security is in certificated form, then as provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same Principal Amount at Issuance, will be issued to the designated transferee or transferees.

The Securities are issuable only in registered form without coupons in denominations of $1,000 of the Principal Amount at Issuance and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate Principal Amount at Issuance of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to and at the time of due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes (subject to provisions with respect to record dates for the payment of interest), whether or not this Security is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

If this Security is a Global Security, except as described below, it is not exchangeable for a Security or Securities in certificated form. The Securities will be delivered in certificated form if (i) the Depositary ceases to be registered as a clearing agency under the Exchange Act or is no longer willing or able to provide securities depository services with respect to the Securities and the successor depositary is not appointed by the Company within 90 days, (ii) the Company so determines or

(iii) there shall have occurred an Event of Default or an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default with respect to the Securities represented by such Global Security and such Event of Default or event continues for a period of 90 days. Upon any such issuance, the Trustee is required to register such certificated Security in the name of, and cause the same to be delivered to, such Person or Persons (or the nominee of any thereof).

At any time when the Company is not subject to Sections 13 or 15(d) of the Exchange Act, upon the written request of a Holder of a Security, the Company will promptly furnish or cause to be furnished Rule 144A Information to such Holder or to a prospective purchaser of such Security who such Holder informs the Company is reasonably believed to be a qualified institutional buyer (as defined in Rule 144A), as the case may be, in order to permit compliance by such Holder with Rule 144A under the Securities Act.

9. Amendment.

The Indenture permits, with certain exceptions (including certain amendments permitted without the consent of any Holders) as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified percentage of the Principal Amount at Issuance of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages of the Principal Amount at Issuance of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security.

10. No Impairment of Obligations.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company or any other obligor upon the Securities (in the event such other obligor is obligated to make payments in respect of the Securities), which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Security at the times, place, and rate, and in the coin or currency, herein prescribed, subject to the subordination provisions of the Indenture.

11. Governing Law.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).

12. Defined Terms.

All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have this Security purchased by the Company pursuant to Article Fourteen (Fundamental Change Repurchase Notice) or Article Fifteen (Optional Repurchase Notice), as applicable, of the Indenture, check the Box: Article Fourteen o Article Fifteen o.

If you wish to have a portion of this Security purchased by the Company pursuant to Article Fourteen or Article Fifteen, as applicable, of the Indenture, state the amount (in Principal Amount at Issuance): $______________.

If certificated, the certificate numbers of the Securities to be delivered for repurchase are ___________ ___.

Date:			Your Signature:
(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15]

CONVERSION NOTICE

To convert this Security into Common Stock of the Company, check the box: o

To convert only part of this Security, state the Principal Amount at Issuance to be converted (which must be $1,000 or an integral multiple of $1,000): ______________

If you want the stock certificate made out in another person's name, fill in the form below:

(insert other person's name)
(insert other person's social security or tax identification number)


(insert other person's address and zip code)
Date:

Signature:

Signature Guarantee:

Section 204. Additional Provisions Required in Global Security.

Any Global Security issued hereunder shall, in addition to the provisions contained in Sections 202 and 203, bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

If The Depository Trust Company is acting as the Depositary, insert—UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR

TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Section 205. Form of Trustee's Certificate of Authentication.

The Trustee's certificate of authentication shall be included on the Securities and shall be substantially in the form as follows:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

This is one of the Securities referred to in the within-mentioned Indenture.

		WACHOVIA BANK, NATIONAL ASSOCIATION, As Trustee
		By:	Authorized Signatory

ARTICLE THREE

THE SECURITIES

Section 301. Title and Terms.

The initial Principal Amount at Issuance of Securities which will be authenticated and delivered under this Indenture is $125,000,000 (which may be increased to $150,000,000 if the joint book-running managers in connection with the initial sale of the Securities exercise their over-allotment option in full), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906, Article Eleven, Article Fourteen or Article Fifteen.

The Securities shall be known and designated as the "Convertible Senior Subordinated Notes due 2018" of the Company. The Stated Maturity of the Securities shall be July 15, 2018. On July 15, 2018, the Company shall pay to the Holder of the Securities the Accreted Principal Price of the Securities held by such Holder. The Securities shall bear (i) from May 20, 2003, or from the most recent Interest Payment Date to which interest has been paid or provided for, to, but not including January 15, 2011, cash interest at an annual rate of 4.875% of the Principal Amount at Issuance and (ii) from January 15, 2011, or from the most recent Interest Payment Date following January 15, 2011 to which interest has been paid or provided for, to, but not including the date on which the Principal Amount at Issuance of the Securities is paid or made available for payment, cash interest at an annual rate of 2.00% of the Principal Amount at Issuance. Such cash interest on the Securities is payable semi-annually in arrears on January 15 and July 15 in each year, with the first Interest Payment Date being July 15, 2003, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each payment of cash interest on this Security will include interest accrued through the day before the applicable Interest Payment Date (or Optional Repurchase Date, Fundamental Change Repurchase Date, Redemption Date or, in certain circumstances, Conversion Date, as the case may be). References to interest in this Indenture include any Contingent Cash Interest and Additional Interest which is then payable.

Accretion on the Principal Amount at Issuance of the Securities will begin on January 15, 2011. The calculation of such Principal Accretion will be on a semi-annual bond equivalent basis using a 360-day year comprised of twelve 30-day months and the Accreted Principal Price of a Security will accrete in an amount so that when the amount of Principal Accretion is combined with the cash interest payable on the Securities, the yield to Maturity of the Securities will be 4.875%, as specified in the definition of "Principal Accretion" herein.

Any Contingent Cash Interest payable hereunder, and any Additional Interest payable pursuant to the Registration Rights Agreement, will be deemed to be interest for purposes of this Indenture.

The principal of, premium, if any, Accreted Principal Price, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose; provided, however, that at the option of the Company interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the applicable Interest Payment Date) by the Holder thereof. If any of the Securities are held by the Depositary, payments of interest may be made by wire transfer to the Depositary. The Trustee is hereby initially designated as the Paying Agent under this Indenture.

The Securities shall be convertible into Common Stock of the Company subject to the terms of and to the extent described in Article Four.

The Securities shall be redeemable as provided in Article Eleven.

The Securities shall be repurchased, at the option of the Holder, upon a Fundamental Change as provided in Article Fourteen of this Indenture or upon the Optional Repurchase Date as provided in Article Fifteen of this Indenture.

The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve.

Section 302. Denominations.

The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 of the Principal Amount at Issuance and any integral multiple thereof.

Section 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by one of its Chairman of the Board, its President or one of its Vice Presidents attested by its Secretary or one of its Assistant Secretaries. The signature of any officer on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices on the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as provided in this Indenture and not otherwise.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual or facsimile signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

In case the Company, pursuant to Article Eight, shall be consolidated, merged with or into any other Person or shall sell, assign, convey, transfer or lease substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer or lease may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating

agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Section 304. Temporary Securities.

Pending the preparation of definitive Securities, the Company may execute, and upon Company Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities.

After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.

Section 305. Global Securities.

(a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, (ii) be deposited with, or on behalf of, the Depositary or with the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Sections 202(a) and 204; provided, however, the Securities are eligible to be in the form of a Global Security.

Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.

(b) Transfers of the Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 307. Under the circumstances described in clause (a) above, and in this clause (b) below, beneficial owners shall obtain physical securities in the form set forth in Sections 202, 203, 204 (if applicable) and 205 ("Physical Securities") in exchange for their beneficial interests in a Global Security in accordance with the Depositary's and the Securities Registrar's procedures. In connection with the execution, authentication and delivery of such Physical Securities, the Security Registrar shall reflect on its books and records a decrease in the principal amount of the Global Security equal to the principal amount of such Physical Securities and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Securities having an equal aggregate principal amount. The Securities will be delivered in certificated form if (i) the Depositary ceases to be registered as a clearing agency under the Exchange Act or is not willing or no longer willing or able to provide securities depository services with respect to the Securities and a successor depositary is not appointed by the Company within 90 days, (ii) the Company, in its sole discretion, so

determines or (iii) there shall have occurred an Event of Default or an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default with respect to the Securities represented by such Global Security and such Event of Default or event continues for a period of 90 days.

(c) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to subsection (b) of this Section to beneficial owners who are required to hold Physical Securities, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of a Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount.

(d) In connection with the transfer of the entire Global Security to beneficial owners pursuant to subsection (b) of this Section, a Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in a Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.

(e) Any Physical Security delivered in exchange for an interest in Global Securities pursuant to subsection (c) or subsection (d) of this Section shall, except as otherwise provided in Section 307, bear the Restricted Securities Legend.

(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.

(g) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Depositary's customary procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members.

Section 306. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee or an agent thereof or of the Company shall initially be the "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount.

Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Securities shall be required to be reflected in a book entry.

At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the

Company shall execute, and the Trustee shall authenticate and deliver, the Securities of the same series which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer, or for exchange or redemption shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 303, 304, 305, 306, 307, 308, 906 or Article Eleven, Article Fourteen or Article Fifteen not involving any transfer.

The Company shall not be required (a) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business (i) 15 days before the date of selection of Securities for redemption under Section 1104 (which date of selection is the date on which the Company issued a notice of redemption) and ending at the close of business on the day of such selection or (ii) 15 days before an Interest Payment Date and ending on the close of business on the Interest Payment Date, (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of Securities being redeemed in part or (c) to exchange or register a transfer of any Securities surrendered for conversion or, if a portion of any Security is surrendered for conversion, the portion thereof surrendered for conversion.

Every Restricted Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Restricted Security pursuant to Section 202(a), and the restrictions set forth in this Section 306, and the Holder of each Restricted Security, by such Holder's acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer.

The restrictions imposed by this Section 306 upon the transferability of any particular Restricted Security shall cease and terminate on (a) the later of two years from their date of issuance or two years after the last date on which the Company or any Affiliate of the Company was the owner of such Restricted Security (or any predecessor of such Restricted Security) or (b) (if earlier) if and when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 or under the Securities Act (or any successor provision), unless the Holder thereof is an affiliate of the Company within the meaning of Rule 144 (or such successor provisions). Any Restricted Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Restricted Security for exchange to the Security Registrar in accordance with the provision of this Section 306 (accompanied, in the event that such restrictions on transfer have terminated pursuant to Rule 144 (or any successor provision), by an Opinion of Counsel satisfactory to the Company and the Trustee, to the effect that the transfer of such Restricted Security has been made in compliance with Rule 144 (or any such successor provision)), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the Restricted Securities Legend. The Company shall inform the Trustee of the effective date of any Registration Statement registering the Securities under the Securities Act no later than two Business Days after such effective date.

Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to

this Section, Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and bear the legend specified in Section 202(a).

Section 307. Special Transfer Provisions.

Unless and until a Security is sold under an effective Registration Statement pursuant to the Registration Rights Agreement, the following provisions shall apply (except to the extent inconsistent with the Applicable Procedures):

(a) Transfers and Exchanges Between Rule 144A Global Securities and Regulation S Global Securities.

(i) Rule 144A Global Security to Regulation S Global Security. If the owner of a beneficial interest in the Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to acquire the same in the form of a beneficial interest in the Regulation S Global Security, such transfer may be effected only in accordance with the provisions of this paragraph and the Applicable Procedures. Upon receipt by the Trustee, as Security Registrar, of (a) an order given by the Depositary or its authorized representative directing that a beneficial interest in the Regulation S Global Security in a specified principal amount be credited to a specified Agent Member's account and that a beneficial interest in the Rule 144A Global Security in an equal principal amount be debited from another specified Agent Member's account and (b) a Regulation S Certificate in the form of Exhibit A hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the Rule 144A Global Security or his attorney duly authorized in writing, then the Trustee, as Security Registrar but subject to paragraph (iv) below, shall reduce the principal amount of the Rule 144A Global Security and increase the principal amount of the Regulation S Global Security by such specified principal amount.

(ii) Regulation S Global Security to Rule 144A Global Security. If the owner of a beneficial interest in the Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to acquire the same in the form of a beneficial interest in the Rule 144A Global Security, such transfer may be effected only in accordance with this paragraph (ii) and subject to the Applicable Procedures. Upon receipt by the Trustee, as Security Registrar, of (a) an order given by the Depositary or its authorized representative directing that a beneficial interest in the Rule 144A Global Security in a specified principal amount be credited to a specified Agent Member's account and that a beneficial interest in the Regulation S Global Security in an equal principal amount be debited from another specified Agent Member's account and (b) if such transfer is to occur during the Restricted Period, a Restricted Securities Certificate in the form of Exhibit B hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the Regulation S Global Security or his attorney duly authorized in writing, then the Trustee, as Security Registrar, shall reduce the principal amount of the Regulation S Global Security and increase the principal amount of the Rule 144A Global Security by such specified principal amount.

(iii) Exchanges between Global Securities and Non-Global Securities. A beneficial interest in a Global Security may be exchanged for a Security that is not a Global Security as provided in Section 305(b), provided that, if such interest is a beneficial interest in the Rule 144A Global Security, or if such interest is a beneficial interest in the Regulation S Global Security and such exchange is to occur during the Restricted Period, then such interest shall bear the Restricted Securities Legend (subject in each case to Section 307(b)).

(iv) Regulation S Global Security to be Held Through Euroclear or Clearstream during Restricted Period. The Company shall use its best efforts to cause the Depositary to ensure that, until the expiration of the Restricted Period, beneficial interests in the Regulation S

Global Security may be held only in or through accounts maintained at the Depositary by Euroclear or Clearstream (or by Agent Members acting for the account thereof), and no person shall be entitled to effect any transfer or exchange that would result in any such interest being held otherwise than in or through such an account; provided that this paragraph (iv) shall not prohibit any transfer or exchange of such an interest in accordance with paragraph (ii) above. With respect to Securities initially issued pursuant to Regulation S, the Company must refuse to register any transfer of such Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration

(b) Restricted Securities Legend. Rule 144A Global Securities and their Successor Securities, Regulation S Global Securities and their Successor Securities and Physical Securities and their Successor Securities shall bear a Restricted Securities Legend, subject to the following:

(i) subject to the following clauses of this Section 307(b), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such Global Security while represented thereby;

(ii) subject to the following Clauses of this Section 307(b), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Legend borne by such other Security;

(iii) All Securities included on or sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, together with their respective Successor Securities, shall not bear a Restricted Securities Legend (and in such event the Company shall exchange a Global Security which bears the Restricted Securities Legend, in whole or in part, for one or more Global Securities which do not have such rights;

(iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate substantially in the form of Exhibit C hereto, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article Three;

(v) a new Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Company, shall authenticate and deliver such a new Security as provided in this Article Three.

(c) Accredited Investors. If any Holder wishes to transfer a beneficial interest in a Global Security (or an interest in a Physical Security) to another Person who is an institutional "accredited investor" in accordance with Regulation D under the Securities Act, or any such institutional "accredited investor" wishes to transfer a beneficial interest in a Global Security (or an interest in a Physical Security) to another Person in accordance with Rule 144A or Regulation S, any such transfer may be made in accordance with reasonable customary procedures utilized by the Depositary and the Trustee, and the Company and the Trustee shall be entitled to such

certifications and documentation as they may require in order to satisfy themselves that any such transfer is in accordance with this Indenture and law.

(d) General. By its acceptance of any Security bearing the Restricted Securities Legend, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Restricted Securities Legend and agrees that it will transfer such Security only as provided in this Indenture.

The Security Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 306 or this Section 307. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Security Registrar.

Section 308. Mutilated, Destroyed, Lost and Stolen Securities.

If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee, such security or indemnity, in each case, as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser or protected purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a replacement Security of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a replacement Security, pay such Security.

Upon the issuance of any replacement Securities under this Section, the Company may require the payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every replacement Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 309. Payment of Interest; Interest Rights Preserved.

Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date and interest on such defaulted interest at the then applicable interest rate borne by the Securities, to the extent lawful (such defaulted interest and interest thereon herein collectively called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the

Regular Record Date; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Subsection (a) or (b) below:

(a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date (not less than 30 days after such notice) of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Subsection provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company in writing of such Special Record Date. In the name and at the expense of the Company, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection (b).

(b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this Subsection, such payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 310. Persons Deemed Owners.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of, premium, if any, and (subject to Section 309) interest on such Security, for the purpose of conversion and for all other purposes whatsoever, including payment of any Redemption Price, Optional Redemption Price or Fundamental Change Repurchase Price, whether or not such Security is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.

Section 311. Cancellation.

All Securities surrendered for payment, purchase, redemption, conversion, registration of transfer or exchange shall be delivered to the Trustee (even if initially surrendered to a Person other than the Trustee) and, if not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section or for any Securities that any Holder has converted pursuant to this Indenture, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be destroyed and certification of their destruction delivered to the Company unless by a Company Order the Company shall direct that the cancelled Securities be returned to it. The Trustee shall provide the Company a list of all Securities that have been cancelled from time to time as requested by the Company.

Section 312. Computation of Interest.

Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 313. CUSIP Numbers.

The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE FOUR

CONVERSION

Section 401. Conversion Privilege.

(a) Subject to and upon compliance with the provisions of this Article, at the option of the Holder, any Security or any portion thereof which is an integral multiple of $1,000 of the Principal Amount at Issuance may be converted into duly authorized, fully paid and nonassessable shares of Common Stock if any of the conditions to conversion set forth in this Section 401 are satisfied. The number of shares of Common Stock issuable upon conversion of a Security (the "Conversion Rate") shall be determined at a Conversion Rate of 44.7015 shares of Common Stock per $1,000 of the Principal Amount at Issuance of the Securities, other than pursuant to Section 401(a)(ii), subject to the adjustments in Section 406.

(i) Conversion Upon Satisfaction of Common Stock Price Conditions Any Holder may surrender all or any portion of his or her Securities for conversion into Common Stock (at the then applicable Conversion Rate) during any Calendar Quarter if, as of the last day of the preceding Calendar Quarter, the Sale Price of the Common Stock for at least 20 Trading Days in the 30 Trading Day period ending on the last day of such preceding Calendar Quarter exceeds the following percentage of the Accreted Conversion Price per Share of Common Stock on the last Trading Day of such preceding Calendar Quarter: (i) 120% until and including the Calendar Quarter ending March 31, 2011 and (ii) declining by 0.300% per Calendar Quarter thereafter to 111.0% for the period ended July 15, 2018 (the Sale Price of the Common Stock at or above which the Securities may be converted being referred to herein as the "Conversion Trigger Price").

The table below shows the Conversion Trigger Price per share of Common Stock in respect of each Calendar Quarter during the life of the Securities based on the initial Conversion Rate, assuming that no events have occurred that would require an adjustment to the Conversion Rate.

Quarter	(1) Accreted Conversion Price Per Share		(2) Applicable Percentage		(3) Conversion Price Trigger (1) x (2)
On or before March 31, 2011	$	22.37	120.0	%	$	26.84
Quarter ending June 30, 2011		22.50	119.7	%		26.94
Quarter ending September 30, 2011		22.66	119.4			27.06
Quarter ending December 31, 2011		22.83	119.1	%		27.19
Quarter ending March 31, 2012		22.99	118.8	%		27.32
Quarter ending June 30, 2012		23.16	118.5	%		27.45
Quarter ending September 30, 2012		23.33	118.2	%		27.58
Quarter ending December 31, 2012		23.50	117.9	%		27.71
Quarter ending March 31, 2013		23.67	117.6	%		27.84
Quarter ending June 30, 2013		23.85	117.3	%		27.98
Quarter ending September 30, 2013		24.03	117.0	%		28.11
Quarter ending December 31, 2013		24.21	116.7	%		28.25
Quarter ending March 31, 2014		24.39	116.4	%		28.39
Quarter ending June 30, 2014		24.57	116.1	%		28.53
Quarter ending September 30, 2014		24.76	115.8	%		28.67
Quarter ending December 31, 2014		24.95	115.5	%		28.82
Quarter ending March 31, 2015		25.14	115.2	%		28.96
Quarter ending June 30, 2015		25.33	114.9	%		29.11
Quarter ending September 30, 2015		25.53	114.6	%		29.26
Quarter ending December 31, 2015		25.73	114.3	%		29.41
Quarter ending March 31, 2016		25.93	114.0	%		29.56
Quarter ending June 30, 2016		26.13	113.7	%		29.71
Quarter ending September 30, 2016		26.34	113.4	%		29.87
Quarter ending December 31, 2016		26.54	113.1	%		30.02
Quarter ending March 31, 2017		26.76	112.8	%		30.18
Quarter ending June 30, 2017		26.97	112.5	%		30.34
Quarter ending September 30, 2017		27.18	112.2	%		30.50
Quarter ending December 31, 2017		27.40	111.9	%		30.66
Quarter ending March 31, 2018		27.62	111.6	%		30.83
Quarter ending June 30, 2018		27.85	111.3	%		30.99
Period ending July 15, 2018		28.07	111.0	%		31.16

(ii) Conversion Upon Satisfaction of Security Price Conditions Any Holder may surrender all or any portion of his or her Securities for conversion into Common Stock during the five consecutive Trading Day period following any 10 consecutive Trading Day period in which (A) the Security Price of the Securities for each Trading Day during such 10 day period was less than 105% of the Conversion Value for the Securities and (B) the Conversion Value for each Trading Day during such 10 day period was less than 90% of the Accreted Principal Price of the Securities; provided, however, that to the extent a Holder converts Securities pursuant to this provision, such Holder will receive a number of shares of Common Stock equal to the lesser of (A) the number of shares of Common Stock that the Holder would receive using a Conversion Rate equal to the Conversion Rate on the last Trading Day preceding the Conversion Date or (B) the number of shares of Common Stock equal to the Accreted Principal Price of the Securities being converted divided by the Sale Price of the Common Stock on the last Trading Day preceding the Conversion Date.

(iii) Conversion Upon Notice of Redemption Any Holder may surrender all or any portion of his or her Securities for conversion into Common Stock at the then-applicable Conversion Rate if the Company has called the Securities for redemption, at any time prior to the close of business on the day that is two Business Days prior to the Redemption Date, even if the Securities are not otherwise convertible at that time. A Security for which a Holder has delivered an Optional Repurchase Notice or a Fundamental Change Repurchase Notice requiring the Company to purchase the Security may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture.

(iv) Conversion Upon a Credit Rating Event Any Holder may surrender all or any portion of his or her Securities for conversion into Common Stock at any time at the then-applicable Conversion Rate, if the credit ratings assigned to the Securities by either Moody's or S&P are ever two notches (or more) less than the rating assigned to the Securities as of the Issue Date by either agency. For purposes of clarity, a credit rating will be deemed to have moved by two notches if, for example, it moves two notches within a category (e.g., BB+ to BB-).

(v) Conversion Upon Specified Corporate Transactions Any Holder may surrender all or any portion of his or her Securities for conversion into Common Stock at any time at the then-applicable Conversion Rate if (A) the Company distributes to all holders of its shares of Common Stock rights or warrants entitling them (for a period expiring within 60 days of the record date for such distribution) to subscribe for or purchase shares of Common Stock, at a price per share less than the Sale Price of the Common Stock at the time of the announcement of such distribution, (B) the Company distributes to all holders of its shares of Common Stock, cash or other assets, debt securities or rights or warrants to purchase its securities (other than regular cash dividends or distributions paid in the ordinary course of business, whether annually or more often than annually, with a per share value (together with the per share value of all other regular ordinary course cash dividends paid pursuant to this exception during the past twelve months) of no more than 5% of the Sale Price of the Common Stock on the Trading Day preceding the declaration date for the distribution), which distribution (together with all other distributions covered by this clause (B) not triggering a conversion right during the preceding 12 months) has a per share value (as determined by the Board of Directors whose determination shall be conclusive and described in a Board Resolution) exceeding 5% of the Sale Price of the Common Stock on the Trading Day preceding the declaration date for the distribution, or (C) a Fundamental Change occurs. In each case, the Security may be surrendered for conversion into shares of Common Stock at any time after the Company provides notice of such event (1) until the earlier of the close of business on the Business Day immediately prior to the Ex-Dividend Time or the date of the Company's announcement that the distribution will not take place, in the case of a distribution, or (2) until 40 days thereafter, in the case of a Fundamental Change. The Company will provide notice to the Holders at least 20 days prior to the Ex-Dividend Time for a distribution or within 20 business days of the occurrence of a Fundamental Change, as the case may be, of the occurrence of any such event. In the case of a distribution, Holders may not convert Securities if they will otherwise participate in the distribution without conversion as a result of holding the Securities.

In addition, any Holder may surrender all or any portion of his or her Securities for conversion into Common Stock at any time at the then-applicable Conversion Rate if the Company consolidates with or merges into another corporation, or is a party to a binding share exchange, in each case pursuant to which the shares of Common Stock would be converted into cash, securities or other property as set forth in Section 411 hereof. In such event, the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time of such transaction until 15 days after the actual date of such transaction. In the event a Holder does not convert its Security during this time period, such Holder will be entitled to receive, upon conversion, the kind and amount of cash, securities or other property that it would have received if it had converted its Security immediately prior to such consolidation, merger or binding share exchange.

(b) The Company shall determine on a daily basis whether the Security shall be convertible as a result of the occurrence of an event specified in clause (a)(i) or clause (a)(ii) above and, if the Security shall be so convertible, the Company shall promptly deliver to the Trustee written notice thereof. Whenever the Security shall become convertible pursuant to Section 401, the Company or, at the Company's written request, the Trustee in the name and at the expense of the Company, shall notify the Holders of the event triggering such convertibility in the manner provided in Section 402, and the Company shall also publicly announce such information and publish it on the Company's web site (or otherwise broadly disseminate the information in any manner deemed reasonable by the Company). Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.

Notwithstanding the foregoing, if such Security is called for redemption pursuant to Article Eleven or is submitted or presented for repurchase pursuant to Articles Fourteen or Fifteen, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date, Optional Repurchase Date or Fundamental Change Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price, Optional Repurchase Price or Fundamental Change Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article Fourteen or Article Fifteen and is then subsequently withdrawn as provided in this Indenture, such conversion right shall no longer be deemed terminated, and the Holder of such Security may convert such Security pursuant to this Section 401.

A Security in respect of which a Holder has delivered a Fundamental Change Repurchase Notice pursuant to Section 1401 or an Optional Repurchase Notice pursuant to Section 1501(c) exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such Fundamental Change Repurchase Notice or Optional Repurchase Notice, as the case may be, is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date or Optional Repurchase Date, as the case may be, in accordance with Sections 1402 or 1502, respectively.

A Holder of a Security is not entitled to any rights of a holder of Common Stock by virtue of holding such Security until such Holder has converted such Security to Common Stock, and only to the extent such Security is deemed to have been converted into Common Stock pursuant to this Article Four.

Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security.

Section 402. Conversion Procedures.

To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." The Conversion Agent may conclusively assume, without independent verification, that any Holder that delivers such conversion notice is entitled to convert the Security. As soon as practicable after the Conversion Date, but in any event no later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 403. The Company shall set forth the full number of shares and the amounts of the required cash in lieu of fractional shares in an Officers' Certificate delivered to the Conversion Agent, upon

which certificate the Conversion Agent may conclusively rely. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time.

The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed on such date. Upon conversion of a Security, such person shall no longer be deemed a Holder of such Security.

Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date for an interest payment to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest (including Contingent Cash Interest) payable on such Interest Payment Date on the aggregate Principal Amount at Issuance of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of Defaulted Interest by the Company. Accordingly, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Cash Interest, in respect of a Security if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date. Except as otherwise provided in this Section 402, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder.

Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate Principal Amount at Issuance of Securities converted.

Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in Principal Amount at Issuance to the unconverted portion of the Security surrendered.

If the last day on which Securities may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day.

Except as otherwise stated in this Indenture, the Company will not make any payment in cash or Common Stock or any other adjustment for accrued and unpaid interest (including Contingent Cash Interest and Additional Interest) or accrued Principal Accretion on the Securities or dividends in connection with the issuance of any Common Stock issued upon conversion of the Securities. On

conversion of a Security, except as otherwise stated herein, a Holder will not receive any cash payment or additional shares in respect thereof representing accrued Principal Accretion, accrued cash interest or any accrued Contingent Cash Interest. Delivery by the Company to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any cash payment for such Holder's fractional shares, will be deemed to satisfy the Company's obligation to pay the Principal Amount at Issuance of the Security and, except as otherwise stated in the Indenture, to satisfy its obligation to pay accrued Principal Accretion or any accrued and unpaid cash interest attributable to the period from the Issue Date through the Conversion Date. As a result, accrued Principal Accretion, any accrued cash interest or any accrued Contingent Cash Interest is deemed paid in full in connection with a conversion rather than cancelled, extinguished or forfeited. Notwithstanding anything else in the Indenture, accrued cash interest (including Contingent Cash Interest and Additional Interest), if any, and accrued Principal Accretion, if any, will be payable upon any conversion of the Securities at the option of the Holder made concurrently with or after acceleration of the Securities following an Event of Default under the Securities.

Section 403. Fractional Shares.

The Company will not issue fractional shares of Common Stock upon conversion of Securities. In lieu thereof, the Company will pay an amount in cash based upon the Sale Price of the Common Stock on the Trading Day immediately prior to the Conversion Date.

Section 404. Taxes on Conversion.

If a Holder converts a Security, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon such conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder's name. The Conversion Agent shall refuse to deliver the certificate representing the Common Stock being issued in a name other than the Holder's name until the Conversion Agent receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder's name. Nothing herein shall preclude any tax withholding required by law or regulation.

Section 405. Company to Provide Stock.

The Company shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve, out of its authorized but unissued Common Stock, a sufficient number of shares of Common Stock to permit the conversion of all outstanding Securities into shares of Common Stock.

All shares of Common Stock delivered upon conversion of the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim.

The Company will endeavor promptly to comply with all federal and state securities laws regulating the offer and delivery of shares of Common Stock upon conversion of Securities, if any, and will list or cause to have quoted such shares of Common Stock on each national securities exchange or on the Nasdaq National Market or other over-the-counter market or such other market on which the Common Stock is then listed or quoted; provided, however, that if rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issuable upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time.

Section 406. Adjustment of Conversion Rate.

The Conversion Rate as stated in the Securities shall be adjusted from time to time by the Company as follows:

(a) In case the Company shall (i) pay a dividend on its Common Stock in shares of Common Stock, (ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding Common Stock into a greater number of shares, or (iv) combine its outstanding Common Stock into a smaller number of shares, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have owned had such Security been converted immediately prior to the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision or combination.

(b) In case the Company shall issue rights, warrants or options to all or substantially all holders of its Common Stock entitling them (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the current Sale Price per share of Common Stock on the record date for the determination of stockholders entitled to receive such rights, warrants or options, the Conversion Rate in effect immediately prior thereto shall be adjusted by multiplying the Conversion Rate in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on such record date, plus the number of shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered are convertible), and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Common Stock pursuant to the terms of such convertible securities) would purchase at such current Sale Price. Such adjustment shall be made successively whenever any such rights, warrants or options are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights, warrants or options are exercisable not all rights, warrants or options shall have been exercised, the adjusted Conversion Rate shall be immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). No adjustment shall be made hereunder if as a result the Conversion Rate would decrease.

(c) In case the Company shall distribute to all or substantially all holders of its Common Stock any Equity Interests of the Company (other than Common Stock), evidences of indebtedness or other non-cash assets (including securities of any person other than the Company but excluding dividends or distributions referred to in subsection (a)(i) or (ii) or subsection (d) of this Section 406), or shall distribute to all or substantially all holders of its Common Stock rights, warrants or options to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (b) of this Section 406), then in each such case the Conversion Rate shall be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date for the determination of shareholders entitled to such distribution by a fraction of which the numerator shall be the current market price per share of Common Stock (determined as provided in subsection (g) of this Section 406) on such record date and the

denominator shall be such current market price less the fair market value (as determined by the Board of Directors whose determination shall be conclusive and described in a Board Resolution) on such date of the portion of the evidences of indebtedness, shares of capital stock, and other assets to be distributed or of such subscription rights or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date). Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution.

Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 406(c) (and no adjustment to the Conversion Rate under this Section 406(c) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Conversion Rate under this Section 406(c), (1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants all of which shall have expired or been terminated without exercise, the Conversion Rate shall be readjusted as if such rights and warrants had never been issued.

(d) In case the Company shall, by dividend or otherwise, at any time distribute (a "Triggering Distribution" and such amount, together with the sum of (A) and (B) below, the "Combined Amount")) to all or substantially all holders of its Common Stock, cash (other than regular cash dividends or distributions paid in the ordinary course of business, whether annually or more often than annually, with a per share value (together with the per share value of all other regular ordinary course cash dividends declared pursuant to this exception during the past twelve months) of up to 5% of the Sale Price of the Common Stock on the day preceding the declaration date for the distribution) in an aggregate amount that, together with the aggregate amount of (A) any cash and the fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of any other consideration payable in respect of any tender offer by the Company or a Subsidiary of the Company for Common Stock consummated within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Rate adjustment pursuant to this Section 406 has been made and (B) all other cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Rate adjustment pursuant to this Section 406 has been made (other than regular cash dividends or distributions

paid in the ordinary course of business, whether annually or more often than annually, referred to above with a per share value of no more than 5% of the Sale Price of the Common Stock on the day preceding the declaration date for the distribution) exceeds an amount equal to 5% of the product of the Sale Price on the Business Day (the "Determination Date") immediately preceding the day on which such Triggering Distribution is declared by the Company multiplied by the number of shares of Common Stock outstanding on the Determination Date (excluding shares held in the treasury of the Company), the Conversion Rate shall be adjusted by multiplying the Conversion Rate in effect immediately prior to the effectiveness of the Conversion Rate adjustment contemplated by this subsection (d) by a fraction (y) the numerator of which shall be such Sale Price per share of Common Stock on the Determination Date and (z) the denominator of which shall be (I) such current Sale Price per share of Common Stock on the Determination Date less (II) the number obtained by dividing the Combined Amount by such number of shares of Common Stock outstanding on the Determination Date. Such adjustment shall become effective immediately prior to the opening of business following the date on which the Triggering Distribution is paid; provided that, in the event the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the market price per share of Common Stock, an adequate adjustment provision shall be made so that each Holder of Securities shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted each Security immediately prior to such distribution.

(e) In case any tender offer made by the Company or any of its Subsidiaries for Common Stock shall expire and such tender offer (as amended upon the expiration thereof) (other than a transaction in connection with the creation of a Wholly-Owned Subsidiary of the Company which would hold all or substantially all of the Company's broadcast operations and would assume all or substantially all of the Company's debt other than the Securities) shall involve the payment of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee thereof) of any other consideration) that, together with the aggregate amount of (A) any cash and the fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of any other consideration payable in respect of any other tender offers by the Company or any Subsidiary of the Company for Common Stock consummated within the 12 months preceding the date of the Expiration Date (as defined below) and in respect of which no Conversion Rate adjustment pursuant to this Section 406 has been made and (B) all cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the Expiration Date and in respect of which no Conversion Rate adjustment pursuant to this Section 406 has been made (other than regular cash dividends or distributions paid in the ordinary course of business, whether annually or more often than annually, with a per share value (together with the per share value of all other regular ordinary course cash dividends declared pursuant to this exception during the past twelve months) of up to 5% of the Sale Price of the Common Stock on the day preceding the declaration date for the distribution), exceeds an amount equal to 5% of the product of the current market price per share of Common Stock (as determined in accordance with subsection (g) of this Section 406) as of the last date (the "Expiration Date") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time") multiplied by the number of shares of Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time, then, immediately prior to the opening of business on the day after the Expiration Date, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately

prior to close of business on the Expiration Date by a fraction of which the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to holders of Common Stock based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares and any shares held in the treasury of the Company) at the Expiration Time and the current market price per share of Common Stock (as determined in accordance with subsection (g) of this Section 406) as of the Expiration Time, and the denominator of which shall be the product of the number of shares of Common Stock outstanding (including any tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time multiplied by the current market price per share of the Common Stock (as determined in accordance with subsection (g) of this Section 406) at the Expiration Time, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Date. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would have been in effect based upon the number of shares actually purchased. If the application of this Section 406(e) to any tender offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer under this Section 406(e).

(f) For purposes of Section 406(d) or 406(e), the term "tender offer" shall mean and include both tender offers and exchange offers, all references to "purchases" of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to "tendered shares" (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers.

(g) For the purpose of any computation under subsections (c) and (e) of this Section 406, the current market price per share of Common Stock (the "current market price per share") on any date shall be deemed to be the average of the daily Sale Price for the 30 consecutive Trading Days commencing 45 Trading Days before (i) the Determination Date or the Expiration Date, as the case may be, with respect to distributions or tender offers under subsection (c) or (e) of this Section 406 or (ii) the record date with respect to distributions, issuances or other events requiring such computation under subsection (c) of this Section 406. For purposes of this Section 406, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company.

(h) In any case in which this Section 406 shall require that an adjustment be made following a record date or a Determination Date or Expiration Date, as the case may be, established for purposes of this Section 406, the Company may elect to defer (but only until five Business Days following the filing by the Company with the Trustee of the certificate described in Section 409) issuing to the Holder of any Security converted after such record date or Determination Date or Expiration Date the shares of Common Stock and other Equity Interests of the Company issuable upon such conversion over and above the shares of Common Stock and other Equity Interests of the Company issuable upon such conversion only on the basis of the Conversion Rate prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Company shall issue or cause its transfer agents to issue due bills or other appropriate evidence prepared by the Company of the right to receive such shares. If any distribution in respect of which an adjustment to the Conversion Rate is required to be made as of the record date or Determination Date or Expiration Date therefor is not thereafter made or paid by the Company for any reason, the

Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect if such record date had not been fixed or such effective date or Determination Date or Expiration Date had not occurred.

(i) Whenever adjustments to the Conversion Rate are called for pursuant to Article IV, such adjustments shall be made to the Conversion Rate as may be necessary or appropriate to effectuate the intent of this Article IV and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

Section 407. No Adjustment.

No adjustment in the Conversion Rate shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Rate as last adjusted; provided, however, that any adjustments which by reason of this Section 407 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Four shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. After an adjustment is made to the Conversion Rate, any subsequent event requiring adjustment shall cause an adjustment to the Conversion Rate as adjusted.

No adjustment need be made for issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest or for a change in the par value or a change to no par value of the Common Stock.

To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Section 408. Adjustment for Tax Purposes.

Upon 15 days prior notice to the Trustee and the Holders, the Company shall be entitled to make increases in the Conversion Rate, in addition to those required by Section 406, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders or other similar event shall not be taxable or shall be taxable to a lesser degree.

Section 409. Notice of Adjustment.

Whenever the Conversion Rate or conversion privilege is adjusted, the Company shall promptly mail to Holders a notice of the adjustment and file with the Trustee and the Conversion Agent an Officers' Certificate briefly stating the adjustment, the facts requiring the adjustment and the manner of computing it. Unless and until the Trustee shall receive an Officers' Certificate setting forth an adjustment of the Conversion Rate, the Trustee may assume without inquiry that the Conversion Rate has not been adjusted and that the last Conversion Rate of which it has knowledge remains in effect.

Section 410. Notice of Certain Transactions.

In the event that:

(1) the Company takes any action which would require an adjustment in the Conversion Rate;

(2) the Company consolidates or merges with, or transfers all or substantially all of its property and assets to, another corporation and shareholders of the Company must approve the transaction; or

(3) there is a dissolution or liquidation of the Company,

then in each such case the Company shall mail to Holders and file with the Trustee a notice stating the proposed record or effective date, as the case may be. The Company shall mail the notice at least ten days before such date. Failure to mail such notice or any defect therein shall not affect the validity of any transaction referred to in clause (1), (2) or (3) of this Section 410.

Section 411. Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege.

If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 406); (b) any consolidation, merger, binding share exchange or combination to which the Company is a party as a result of which the holders of Common Stock shall be entitled to receive stock, securities or other properties or assets with respect to or in exchange for such Common Stock, other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, in each case in which holders of the Company's Common Stock would be entitled to receive stock, other securities, other property, assets or cash for their Common Stock, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate provided for in this Article Four. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then the Board of Directors shall take such additional actions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 411 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances.

In the event the Company shall execute a supplemental indenture pursuant to this Section 411, the Company shall promptly file with the Trustee and the Conversion Agent (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

The provisions of this Section 411 shall not apply to transactions in connection with the creation of a Wholly-Owned Subsidiary of the Company which would hold all or substantially all of the Company's broadcast operations and would become a primary obligor under all or substantially all of the Company's Indebtedness (other than the Securities).

Section 412. Trustee's and Conversion Agent's Disclaimer.

The Trustee and the Conversion Agent shall have no duty to determine when an adjustment under this Article Four should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee and the Conversion Agent pursuant to Section 409. The Trustee and the Conversion Agent make no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee and the Conversion Agent shall not be responsible for the Company's failure to comply with any provisions of this Article Four.

The Trustee and the Conversion Agent shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 411, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee and the Conversion Agent pursuant to Section 411.

Section 413. Voluntary Increase.

The Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least 20 days and if the Board of Directors determines that such increase would be in the best interest of the Company and the Company provides 15 days prior notice to the Holders, the Trustee and the Conversion Agent of any increase in the Conversion Rate.

Section 414. Rights Issued in Respect of Common Stock Issued Upon Conversion.

Each share of Common Stock issued upon conversion of Securities pursuant to this Article IV shall be entitled to receive the appropriate number of common stock or preferred stock purchase rights, as the case may be (the "Rights"), if any, that all shares of Common Stock are entitled to receive and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any rights agreement adopted by the Company, as the same may be amended from time to time (in each case, a "Rights Agreement"). Provided that such Rights Agreement requires that each share of Common Stock issued by the Company (including those that might be issued upon conversion of Securities) at any time prior to the distribution of separate certificates representing the Rights be entitled to receive such Rights, then, notwithstanding anything else to the contrary in this Article IV, there shall not be any adjustment to the conversion privilege or Conversion Rate or any other term or provision of the Securities as a result of the issuance of Rights, the distribution of separate certificates representing the Rights, the exercise or redemption of such Rights in accordance with any Rights Agreements, or the termination or invalidation of Rights.

ARTICLE FIVE

REMEDIES

Section 501. Events of Default.

"Event of Default", wherever used herein, means any one of the following events which has occurred and is continuing (whatever the reason for such Event of Default and whether it shall be occasioned by the provisions of Article Twelve or be voluntary or involuntary or be effected by

operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) there shall be a default in the payment of any interest on any Security (including any Contingent Cash Interest or Additional Interest) when it becomes due and payable, and such default shall continue for a period of 30 days;

(b) there shall be a default in the payment of the principal, including accrued Principal Accretion, of (or premium, if any, on) any Security at its Maturity (upon acceleration, optional or mandatory redemption, required repurchase or otherwise);

(c) (i) there shall be a default in the performance, or breach, of any covenant or agreement of the Company under this Indenture (other than a default in the performance or breach of a covenant or agreement which is specifically dealt with in clause (a) or (b) or in clause (ii) or (iii) of this clause (c)) and such default or breach shall continue for a period of 30 days after written notice has been given, by certified mail, (y) to the Company by the Trustee or (z) to the Company and the Trustee by the Holders of at least 25% in aggregate Principal Amount at Issuance of the Outstanding Securities; (ii) there shall be a default in the performance or breach of the provisions of Article Eight; or (iii) the Company shall have failed to make or consummate an offer to repurchase Securities upon a Fundamental Change in accordance with the provisions of Article Fourteen;

(d) one or more defaults shall have occurred under any agreements, indentures or instruments under which the Company or any Subsidiary then has outstanding Indebtedness in excess of $10,000,000 in the aggregate and, if not already matured at its final maturity in accordance with its terms, such Indebtedness shall have been accelerated;

(e) 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 or any 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;

(f) any holder or holders of at least $10,000,000 in aggregate principal amount of Indebtedness of the Company or any Subsidiary after a default under such Indebtedness shall notify the Trustee of the intended sale or disposition of any assets of the Company or any 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 Subsidiary (including funds on deposit or held pursuant to lock-box and other similar arrangements);

(g) there shall have been the entry by a court of competent jurisdiction of (i) a decree or order for relief in respect of the Company or any Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or (ii) a decree or order adjudging the Company or any Subsidiary bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Subsidiary under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any 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

(h) (i) the Company or any Subsidiary commences a voluntary case or proceeding under any applicable Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or insolvent, (ii) the Company or any Subsidiary consents to the entry of a decree or order for relief in respect of the Company or such Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it, (iii) the Company or any Subsidiary files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, (iv) the Company or any Subsidiary (1) consents to the filing of such petition or the appointment of, or taking possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or such Subsidiary or of any substantial part of its respective properties, (2) makes an assignment for the benefit of creditors or (3) admits in writing its inability to pay its debts generally as they become due, or (v) the Company or any Subsidiary takes any corporate action authorizing any such actions in this paragraph (h).

The Company shall deliver to the Trustee within five days after the occurrence thereof, written notice, in the form of an Officers' Certificate, of any Default, its status and what action the Company is taking or proposes to take with respect thereto. Unless the Corporate Trust Office of the Trustee has received written notice of an Event of Default of the nature described in this Section, the Trustee shall not be deemed to have knowledge of such Event of Default for the purposes of Article Five or for any other purpose.

Section 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default specified in Sections 501(g) and (h)), shall occur and be continuing, the Trustee or the Holders of not less than 25% in aggregate Principal Amount at Issuance of the Securities Outstanding may, and the Trustee at the request of the Holders of not less than 25% in aggregate Principal Amount at Issuance of the Securities Outstanding shall, declare an amount equal to the Accreted Principal Price of the Securities plus accrued and unpaid cash interest (including Contingent Cash Interest and Additional Interest) thereon through the date of such declaration to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders of the Securities); provided that so long as the Bank Credit Agreement is in effect, such declaration shall not become effective until the earlier of (a) five Business Days after receipt of such notice of acceleration from the Holders or the Trustee by the agent under the Bank Credit Agreement or (b) acceleration of the Indebtedness under the Bank Credit Agreement. Thereupon the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of the Securities by appropriate judicial proceeding. If an Event of Default specified in clause (g) or (h) of Section 501 occurs and is continuing, then an amount equal to the Accreted Principal Price of all the Securities through the occurrence of such event, together with any accrued and unpaid cash interest (including Contingent Cash Interest and Additional Interest) through the occurrence of such event, shall ipso facto become and be immediately due and payable, without any declaration or other act on the part of the Trustee or any Holder. The Trustee or, if notice of acceleration is given by the Holders, the Holders shall give notice to the agent under the Bank Credit Agreement of any such acceleration.

At any time after such declaration of acceleration has been made but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate Principal Amount at Issuance of the Securities Outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

(a) the Company has paid or deposited with the Trustee a sum sufficient to pay

(i) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,

(ii) all overdue interest (including Contingent Cash Interest and Additional Interest) on all Securities,

(iii) the Accreted Principal Price on any Securities which have become due otherwise than by such declaration of acceleration and interest thereon (including Contingent Cash Interest and Additional Interest) at a rate borne by the Securities, and

(iv) to the extent that payment of such interest is lawful, interest (including Contingent Cash Interest and Additional Interest) upon overdue interest at the rate borne by the Securities; and

(b) all Events of Default, other than the non-payment of the Accreted Principal Price and any accrued and unpaid cash interest (including any unpaid Contingent Cash Interest and Additional Interest) on the Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent Default or impair any right consequent thereon provided in Section 513.

Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

(a) default is made in the payment of any interest (including Contingent Cash Interest and Additional Interest) on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(b) default is made in the payment of the principal of or premium, if any, or Principal Accretion, if any, on any Security at the Stated Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, subject to Article Twelve, the whole amount then due and payable on such Securities for the Accreted Principal Price through such date and premium, if any, and accrued and unpaid cash interest (including Contingent Cash Interest and Additional Interest), with interest upon the overdue principal and premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate borne by the Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders under this Indenture by such appropriate private or judicial proceedings as the Trustee shall deem most effectual to protect and enforce such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy, subject however to Section 512.

Section 504. Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any

other obligor, upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the Principal Amount at Issuance, Principal Accretion, Accreted Principal Price, cash interest, Contingent Cash Interest, Additional Interest, the Redemption Price, the Optional Repurchase Price, or the Fundamental Change Repurchase Price of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of the Principal Amount at Issuance, Principal Accretion, Accreted Principal Price, cash interest, Contingent Cash Interest, Additional Interest, the Redemption Price, the Optional Repurchase Price, or the Fundamental Change Repurchase Price of the Securities owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(b) subject to Article Twelve, to collect and receive any moneys, securities or other property payable or deliverable upon any conversion or exchange of Securities or upon any such claims and to distribute the same;

and any custodian, in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 606.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 505. Trustee May Enforce Claims without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article or otherwise on behalf of the Holders or the Trustee pursuant to this Article or through any proceeding or any arrangement or restructuring in anticipation or in lieu of any proceeding contemplated by this Article shall be applied, subject to applicable law, in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, premium, if any, or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 606;

SECOND: Subject to Article Twelve, to the payment of the amounts then due and unpaid upon the Securities for Principal Amount at Issuance, Principal Accretion, Accreted Principal Price, cash

interest, Contingent Cash Interest, Additional Interest, the Redemption Price, the Optional Repurchase Price, or the Fundamental Change Repurchase Price of the Securities, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium, if any, and interest; and

THIRD: Subject to Article Twelve, the balance, if any, to the Person or Persons entitled thereto, including the Company, provided that all sums due and owing to the Holders and the Trustee have been paid in full as required by this Indenture.

Section 507. Limitation on Suits.

No Holder of any Securities shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

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

(b) the Holders of not less than 25% in Principal Amount at Issuance of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as trustee hereunder;

(c) such Holder or Holders have offered to the Trustee an indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in Principal Amount at Issuance of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner provided in this Indenture and for the equal and ratable benefit of all the Holders.

Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, but subject to Article Twelve, the Holder of any Security shall have the right on the terms stated herein, which is absolute and unconditional, to receive payment of the principal of, premium, if any, Principal Amount at Issuance, Principal Accretion, Accreted Principal Price, the Redemption Price, the Optional Repurchase Price, or the Fundamental Change Repurchase Price of the Securities and (subject to Section 309) cash interest (including Contingent Cash Interest and Additional Interest on such Security) on the Stated Maturity expressed in such Security (or, in the case of redemption or repurchase, on the Redemption Date or repurchase date), and to convert the Securities in accordance with Article IV hereof, and to institute suit for the enforcement of any such payment or the right to convert, and such rights shall not be impaired without the consent of such Holder, subject to Article Twelve.

Section 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the

Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 510. Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 512. Control by Holders.

The Holders of not less than a majority in aggregate Principal Amount at Issuance of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that

(a) such direction shall not be in conflict with any rule of law or with this Indenture or expose the Trustee to personal liability; and

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

This Section 512 shall be in lieu of Section 316(a)(1)(A) of the Trust Indenture Act and such Section 316(a)(1)(A) is hereby expressly excluded from this Indenture, as permitted by the Trust Indenture Act.

Section 513. Waiver of Past Defaults.

The Holders of not less than a majority in aggregate Principal Amount at Issuance of the Outstanding Securities may on behalf of the Holders of all the Securities waive any past Default hereunder and its consequences, except a Default

(a) in the payment of the principal of, premium, if any, or accrued and unpaid interest (including Additional Interest or Contingent Cash Interest) on any Security, the Accreted Principal Price, accrued Principal Accretion, Redemption Price, Optional Repurchase Price or Fundamental Change Repurchase Price; or

(b) in respect of a failure to convert any security into Common Stock as provided in Article Four or elsewhere in this Indenture; or

(c) in respect of a covenant or a provision hereof which under Article Nine cannot be modified or amended without the consent of a higher percentage of the Principal Amount at Issuance of the Outstanding Securities affected.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

This Section 513 shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) is hereby expressly excluded from this Indenture, as permitted by the Trust Indenture Act.

Section 514. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in Principal Amount at Issuance of the Outstanding Securities, or to any suit instituted by any Holder pursuant to Section 508 hereof.

Section 515. Waiver of Stay, Extension or Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of the Principal Amount at Issuance, Principal Accretion, Accreted Principal Price, Redemption Price, Fundamental Change Repurchase Price, Optional Repurchase Price, plus accrued and unpaid cash interest (including Contingent Cash Interest and Additional Interest) on the Securities contemplated herein or in the Securities or which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

Section 601. Notice of Defaults.

Within 30 days after the occurrence of any Default, the Trustee shall transmit by mail to all Holders, as their names and addresses appear in the Security Register, notice of such Default hereunder known to the Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of the principal of, premium, if any, or interest on any Security, the Trustee shall be protected in withholding such notice if and so long as a trust committee of Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders.

Section 602. Certain Rights of Trustee.

Subject to the provisions of Trust Indenture Act Sections 315(a) through 315(d):

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,

order, bond, debenture, note, other evidence of Indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) the Trustee may consult with counsel and any written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel;

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

(e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture other than any liabilities arising out of the negligence of the Trustee;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document; provided, that the Trustee in its discretion may make such further inquiry or investigation into such facts or matters as it may deem fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers;

(i) the Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company, except as otherwise provided herein;

(j) money held in trust by the Trustee need not be segregated from other funds except to the extent required by law, except as otherwise provided herein;

(k) if a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

Section 603. Trustee Not Responsible for Recitals, Dispositions of Securities, Application of Proceeds Thereof or Calculations Related to the Securities.

The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities, except that the Trustee represents that it is duly

authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in any Statement of Eligibility and Qualification on Form T-1 supplied to the Company are true and accurate subject to the qualifications set forth therein. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

The Company, and not the Trustee, will be responsible for making all calculations called for under this Security. These calculations include, but are not limited to, determinations of accrued interest, including Contingent Cash Interest and Additional Interest, the Redemption Price, the Conversion Rate, the Optional Repurchase Price, the Fundamental Change Repurchase Price, the Security Price, the Sale Price of the Company's Common Stock and other calculations related to a Holder's conversion rights. The Company will make these calculations in good faith and, absent manifest error, the calculations will be final and binding on any Holder of this Security. The Company will provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and the Conversion Agent is entitled to rely upon the accuracy of such calculations without independent verification. The Trustee may forward the Company's calculations to any Holder of this Security upon request.

Section 604. Trustee and Agents May Hold Securities; Collections; etc.

The Trustee, any Paying Agent, Security Registrar, Conversion Agent, Bid Solicitation Agent or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities, with the same rights it would have if it were not the Trustee, Paying Agent, Security Registrar, Conversion Agent, Bid Solicitation Agent or such other agent and, subject to Trust Indenture Act Sections 310 and 311, may otherwise deal with the Company and receive, collect, hold and retain collections from the Company with the same rights it would have if it were not the Trustee, Paying Agent, Security Registrar, Conversion Agent, Bid Solicitation Agent or such other agent.

Section 605. Money Held in Trust.

All moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. The Trustee may invest all moneys received by the Trustee, until used or applied as herein provided, in Temporary Cash Investments in accordance with the written directions of the Company. The Trustee shall not be liable for any losses incurred in connection with any investments made in accordance with this Section 605, unless the Trustee acted with gross negligence or in bad faith. With respect to any losses on investments made under this Section 605, the Company is liable for the full extent of any such loss.

Section 606. Compensation and Indemnification of Trustee and Conversion Agent and the Trustee's Prior Claim.

The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) set forth in a letter agreement executed by the Company and the Trustee, as such agreement may be amended or supplemented, and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify the Trustee and each predecessor Trustee for, and to hold it harmless against, any loss, liability, tax, assessment or other governmental charge (other than taxes applicable to the Trustee's compensation hereunder) or expense

incurred without negligence or bad faith on such Trustee's part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and such Trustee's duties hereunder, including enforcement of this Indenture and also including any liability which the Trustee may incur as a result of failure to withhold, pay or report any tax, assessment or other governmental charge, and the costs and expenses of defending itself against or investigating any claim of liability (whether asserted by any Holder, the Company or any other Person) in connection with the exercise or performance of any of its powers or duties under this Indenture. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture.

The Company covenants and agrees to pay to the Conversion Agent from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) to the extent set forth in a letter agreement executed by the Company and the Conversion Agent, as such agreement may be amended or supplemented, and the Company covenants and agrees to pay or reimburse the Conversion Agent and each predecessor Conversion Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify the Conversion Agent and each predecessor Conversion Agent for, and to hold it harmless against, any loss, liability, tax, assessment or other governmental charge (other than taxes applicable to the Conversion Agent's compensation hereunder) or expense incurred without negligence or bad faith on such Conversion Agent's part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and such Conversion Agent's duties hereunder, including enforcement of this Indenture and also including any liability which the Conversion Agent may incur as a result of failure to withhold, pay or report any tax, assessment or other governmental charge, and the costs and expenses of defending itself against or investigating any claim of liability (whether asserted by any Holder, the Company or any other Person) in connection with the exercise or performance of any of its powers or duties under this Indenture. The obligations of the Company under this Section to compensate and indemnify the Conversion Agent and each predecessor Conversion Agent and to pay or reimburse the Conversion Agent and each predecessor Conversion Agent for expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture.

All payments and reimbursements pursuant to this Section 606 shall be made with interest at the rate borne by the Securities.

As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a Lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 606 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinate), and the Securities shall be subordinate to the Trustee's right to receive such payment.

Section 607. Conflicting Interests.

The Trustee shall comply with the provisions of Section 310(b) of the Trust Indenture Act.

Section 608. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be eligible to act as trustee under Trust Indenture Act Section 310(a)(1) and which shall have a combined capital and surplus of at least $250,000,000, to the extent there is an institution eligible and willing to serve. The Trustee shall be a participant in the Depository Trust Company and FAST distribution systems. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect hereinafter specified in this Article. The Corporate Trust Office shall initially be located at Wachovia Bank, National Association, 1021 East Cary Street, 3rd Floor, Richmond, Virginia 23219, Attention: Corporate Trust Department VA 9646.

Section 609. Resignation and Removal; Appointment of Successor Trustee.

(a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 610.

(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by giving written notice thereof to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors of the Company, a copy of which shall be delivered to the resigning Trustee and a copy to the successor trustee. If an instrument of acceptance by a successor trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor trustee.

(c) The Trustee may be removed at any time by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 608 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may

thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(e) If the Trustee shall be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee. If, within one year after such removal or incapability, or the occurrence of such vacancy, a successor trustee shall be appointed by Act of the Holders of a majority in Principal Amount at Issuance of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.

Section 610. Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, upon payment of its charges then unpaid, such retiring Trustee shall, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee or such successor trustee to secure any amounts then due such Trustee pursuant to the provisions of Section 606.

No successor Trustee with respect to the Securities shall accept appointment as provided in this Section 610 unless at the time of such acceptance such successor trustee shall be eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and this Article Sixth and shall have a combined capital and surplus of at least $250,000,000.

Upon acceptance of appointment by any successor Trustee as provided in this Section 610, the Company shall give notice thereof to the Holders of the Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 609. If the Company fails to give such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Company.

Section 611. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the

Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be eligible under Trust Indenture Act Section 310(a) and this Article Sixth and shall have a combined capital and surplus of at least $250,000,000, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 612. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or other obligor under the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). A Trustee who has resigned or been removed shall be subject to the Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee

(a) semiannually, not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date; and

(b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security Registrar, no such list need be furnished.

Section 702. Disclosure of Names and Addresses of Holders.

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Securities, and the Trustee shall comply with Trust Indenture Act Section 312(b). The Company, the Trustee, the Security Registrar and any other Person shall have the protection of Trust Indenture Act 312(c). Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders in accordance with Trust Indenture Act Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Trust Indenture Act Section 312.

Section 703. Reports by Trustee.

Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Securities, the Trustee shall transmit by mail to all Holders, as their names and addresses appear in the Security Register, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15 in accordance with and to the extent required by Trust Indenture Act Section 313(a).

Section 704. Reports by Company.

The Company shall:

(a) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b) file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company, with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(c) transmit or cause to be transmitted by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Trust Indenture Act Section 313(c), such summaries of any information, documents and reports required to by filed by the Company, pursuant to Subsections (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

To the extent permitted by the Trust Indenture Act, if the Company merges or consolidates with or sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its assets to a direct or indirect Wholly-Owned Subsidiary of the Company in a transaction or series of transactions in which such Subsidiary assumes all or substantially all of the Indebtedness of the Company (other than the Securities) and the Company remains the obligor on the Securities, and as a result of such transactions the Company and this Wholly-Owned Subsidiary are permitted by the rules and regulations of the Commission with respect to these Securities to file and/or submit periodic reports collectively on behalf of the consolidated Company, then in such event the Company shall be deemed to comply with the Commission filing requirement contained in this Article Seven to the extent the filings by the Company together with such Wholly-Owned Subsidiary comply with the rules and regulations of the Commission with respect to these Securities. Notwithstanding the foregoing, nothing in this paragraph shall be deemed to relieve the Company of its obligations under the Trust Indenture Act.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801. Company May Consolidate, etc., Only on Certain Terms.

(a) The Company shall not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or

otherwise dispose of all or substantially all of its properties and assets as an entirety to any Person or group of affiliated Persons, or permit any of its Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposal of all or substantially all of the properties and assets of the Company and its Subsidiaries on a Consolidated basis to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto:

(i) either (1) the Company shall be the continuing corporation, or (2) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries on a Consolidated basis (the "Surviving Entity") shall be a corporation, a limited liability company, limited partnership, partnership, trust or other entity duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person assumes, by a supplemental indenture in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Registration Rights Agreement, and this Indenture and the Registration Rights Agreement shall remain in full force and effect;

(ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(iii) the Company or the Surviving Entity shall have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with.

Notwithstanding the foregoing, the Company may merge or consolidate with or into to sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets to a direct or indirect Wholly Owned Subsidiary of the Company without complying with the above provisions in a transaction or series of transactions in which the Company remains the obligor on the Securities.

Section 802. Successor Substituted.

Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities with the same effect as if such successor had been named as the Company herein and in the Securities. When a successor assumes all the obligations of its predecessor under this Indenture and the Securities, the predecessor shall be released from those obligations; provided that in the case of a transfer by lease, the predecessor shall not be released from the payment of principal and interest (including Contingent Cash Interest and Additional Interest) on the Securities and the Registration Rights Agreement.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures and Agreements without Consent of Holders.

Without the consent of any Holders, the Company when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, or agreements or other instruments, in form and substance satisfactory to the Trustee, for any of the following purposes:

(a) to evidence the succession of another Person to the Company or any other obligor upon the Securities, and the assumption by any such successor of the covenants of the Company or such obligor herein and in the Securities, in each case in compliance with the provisions of this Indenture;

(b) to add to the covenants of the Company or any other obligor upon the Securities for the benefit of the Holders, or to add additional opportunities for optional redemption at the option of the Holder, or to surrender any right or power herein conferred upon the Company or any other obligor upon the Securities, as applicable, herein or in the Securities, or to increase the Conversion Rate in accordance with Sections 408 and 413 hereof;

(c) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture or the Securities; provided that, in each case, such provisions shall not adversely affect the interests of the Holders;

(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, as contemplated by Section 905 or otherwise;

(e) to add a guarantor;

(f) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;

(g) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Indenture or otherwise; or

(h) to provide for uncertificated Securities in place of or in addition to certificated Securities.

Section 902. Supplemental Indentures and Agreements with Consent of Holders.

With the consent of the Holders of not less than a majority in aggregate Principal Amount at Issuance of the Outstanding Securities, by Act of said Holders delivered to the Company and the Trustee, the Company when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments in form and substance satisfactory to the Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture or the Securities; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Security affected thereby:

(a) change the Stated Maturity of the principal of, or any installment of interest (including Contingent Cash Interest and Additional Interest) on, any Security, or reduce the Principal

Amount at Issuance thereof or the rate of interest (including Contingent Cash Interest and Additional Interest) thereon or any premium payable upon the redemption thereof, or alter the manner of calculation or rate of accrual of Principal Accretion on any Security, or change the coin or currency in which the principal of any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or with respect to conversion of the Securities;

(b) amend, change or modify the obligation of the Company to make and consummate an offer to repurchase Securities upon a Fundamental Change in the event of a Fundamental Change in accordance with Article Fourteen, including amending, changing or modifying any definitions with respect thereto;

(c) reduce the percentage in Principal Amount at Issuance of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(d) modify any of the provisions of this Section or Sections 513 or 1010, except to increase the percentage in Principal Amount at Issuance of the Outstanding Securities, the consent of whose Holders is required for any such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby;

(e) except as otherwise permitted under Article Eight, consent to the assignment or transfer by the Company of any of its rights and obligations under this Indenture; or

(f) amend or modify any of the provisions of this Indenture relating to the subordination of the Securities in any manner adverse to the Holders of the Securities;

(g) adversely affect the right of Holders to convert Securities other than as provided in this Indenture; or

(h) reduce the Principal Amount at Issuance, the Accreted Principal Price, accrued Principal Accretion, the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price of any Security, or amend or modify in any manner adverse to the Holders of Securities the Company's obligations to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise.

Upon the written request of the Company, accompanied by a copy of a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall, subject to Section 903, join with the Company in the execution of such supplemental indenture.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or agreement or instrument, but it shall be sufficient if such Act shall approve the substance thereof.

Section 903. Execution of Supplemental Indentures and Agreements.

In executing, or accepting the additional trusts created by, any supplemental indenture, agreement or instrument permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Trust Indenture Act Section 315(a) through 315(d) and Section 602 hereof) shall be fully protected in relying upon, an Opinion of Counsel and an Officers' Certificate stating that the execution of such supplemental indenture, agreement or instrument is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to,

enter into any such supplemental indenture, agreement or instrument which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 905. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 906. Reference in Securities to Supplemental Indentures.

Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities.

Section 907. Effect on Senior Indebtedness.

No supplemental indenture shall adversely affect the rights under Article Twelve, or any definitions or provisions related thereto, or the guarantees of any holder of Senior Indebtedness unless the requisite holders of each issue of Senior Indebtedness affected thereby shall have consented to such supplemental indenture.

ARTICLE TEN

COVENANTS

Section 1001. Payment of Principal, Premium and Interest.

Subject to the provisions of Article Twelve, the Company will duly and punctually pay the principal of, premium, if any, the Principal Amount at Issuance, the Accreted Principal Price, interest (including Contingent Cash Interest) and Principal Accretion on the Securities in accordance with the terms of the Securities and this Indenture.

Section 1002. Maintenance of Office or Agency.

The Company will maintain an office or agency where Securities may be presented or surrendered for purchase or payment. The Company also will maintain an office or agency where Securities may be surrendered for registration of transfer, redemption or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location and any change in the location of any such offices or agencies. If at any time the Company shall fail to maintain any such required offices or agencies or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the office of the agent of the Trustee described above and the Company hereby appoints such agent as its agent to receive all such presentations, surrenders, notices and demands.

The Company will also maintain an office or agency where Securities may be presented for conversion (which may be the office of the Trustee described above if consented to by the Trustee). The Company will give written notice to the Trustee of the location and any change in the office. If at

any time the Company shall fail to maintain such office, Securities may be presented for conversion at the office of the Company.

The Company may from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes, and may from time to time rescind such designation. The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such office or agency.

Section 1003. Money for Security Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on any of the Securities, segregate and hold in trust for the benefit of the Holders entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.

If the Company is not acting as Paying Agent, the Company will, before each due date of the principal of, premium, if any, or interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act.

If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(a) hold all sums held by it for the payment of the principal of, premium, if any, or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(b) give the Trustee notice of any Default by the Company (or any other obligor upon the Securities) in the making of any payment of principal, premium, if any, or interest;

(c) at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and

(d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and disabilities of such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee shall serve as the Paying Agent.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall promptly be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an

unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will promptly be repaid to the Company.

Section 1004. Corporate Existence.

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence and related rights and franchises (charter and statutory) of the Company and each Subsidiary; provided, however, that the Company shall not be required to preserve any such right or franchise or the corporate existence of any such Subsidiary if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof would not reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder; and provided, further, however, that the foregoing shall not prohibit a sale, transfer or conveyance of a Subsidiary or any of its assets in compliance with the terms of this Indenture.

Section 1005. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged, on or before the date the same shall become due and payable, (a) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary shown to be due on any return of the Company or any Subsidiary or otherwise assessed or upon the income, profits or property of the Company or any Subsidiary if failure to pay or discharge the same could reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder and (b) all lawful claims for labor, materials and supplies, which, if unpaid, would by law become a Lien upon the property of the Company or any Subsidiary, except for any Lien if failure to pay or discharge the same could reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings properly instituted and diligently conducted and in respect of which appropriate reserves (in the good faith judgment of management of the Company) are being maintained in accordance with generally accepted accounting principles consistently applied.

Section 1006. Maintenance of Properties.

The Company will cause all material properties owned by the Company or any Subsidiary or used or held for use in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be consistent with sound business practice and necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not reasonably expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder.

Section 1007. Insurance.

The Company will at all times keep all of its and its Subsidiaries' properties which are of an insurable nature insured with insurers, believed by the Company to be responsible, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties.

Section 1008. Provision of Financial Statements.

(a) Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which the Company would have been required so to file such documents if the Company were so subject. The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if the Company were subject to such Sections and (y) if filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company's cost.

Notwithstanding the foregoing, but solely to the extent permitted by the Trust Indenture Act, if the Company merges or consolidates with or sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its assets to a direct or indirect Wholly-Owned Subsidiary of the Company in a transaction or series of transactions in which such Subsidiary assumes all or substantially all of the Indebtedness of the Company (other than the Securities) and the Company remains the obligor on the Securities, and as a result of such transactions the Company and this Wholly-Owned Subsidiary are permitted by the rules and regulations of the Commission with respect to these Securities to file and/or submit periodic reports collectively on behalf of the consolidated Company, then in such event the Company shall be deemed to comply with the Commission filing requirement contained in this Section 1008(a) to the extent the filings by the Company together with such Wholly-Owned Subsidiary comply with the rules and regulations of the Commission with respect to these Securities. Notwithstanding the foregoing, nothing in this paragraph shall be deemed to relieve the Company of its obligations under the Trust Indenture Act.

(b) So long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Holders of Securities have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Section 1009. Statement by Officers as to Default.

(a) The Company will deliver to the Trustee, on or before a date not more than 60 days after the end of each fiscal quarter and not more than 120 days after the end of each fiscal year of the Company ending after the date hereof, a written statement signed by two executive officers of the Company, one of whom shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, stating whether or not, after a review of the activities of the Company during such year or such quarter and of the Company's performance under this Indenture, to the best knowledge, based on such review, of the signers thereof, the Company has fulfilled all its obligations

and is in compliance with all conditions and covenants under this Indenture throughout such year or quarter, as the case may be, and, if there has been a Default specifying each Default and the nature and status thereof.

(b) When any Default or Event of Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $10,000,000), the Company shall deliver to the Trustee by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy an Officers' Certificate specifying such Default, Event of Default, notice or other action within five Business Days of its occurrence.

Section 1010. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1006 through 1008, if, before or after the time for such compliance, the Holders of not less than a majority in aggregate Principal Amount at Issuance of the Securities at the time Outstanding shall, by Act of such Holders, waive such compliance in such instance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

Section 1101. Rights of Redemption.

The Securities may be redeemed, at the Company's option, in whole or from time to time in part, for cash, at any time on or after January 15, 2011, upon not less than 30 nor more than 60 days' prior notice by first class mail to each Holder of Securities to be redeemed at its address appearing in the Security Register and prior to the Stated Maturity of the Securities, at a redemption price (the "Redemption Price") equal to the Accreted Principal Price of the Security so redeemed plus accrued and unpaid cash interest (including Contingent Cash Interest and Additional Interest) to but not including the Redemption Date. The Redemption Prices on January 15, 2011 and on each subsequent July 15 and January 15 thereafter prior to July 15, 2018 and on July 15, 2018 are set forth in the table below. In addition to the Redemption Prices set forth on such table, the Redemption Price between the dates listed would be the Accreted Principal Price plus accrued and unpaid cash interest (including Contingent Cash Interest and Additional Interest) to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an

Interest Payment Date) that has accrued on a Security since the immediately preceding date on which interest was paid.

	(1) Principal Amount at Issuance		(2) Accrued Principal Accretion		(3) Accreted Principal Price (1)+(2)
Redemption Date
January 15, 2011	$	1,000.00	$	0.00	$	1,000.00
July 15, 2011		1,000.00		14.38		1,014.38
January 15, 2012		1,000.00		29.10		1,029.10
July 15, 2012		1,000.00		44.18		1,044.18
January 15, 2013		1,000.00		59.64		1,059.64
July 15, 2013		1,000.00		75.47		1,075.47
January 15, 2014		1,000.00		91.68		1,091.68
July 15, 2014		1,000.00		108.29		1,108.29
January 15, 2015		1,000.00		125.30		1,125.30
July 15, 2015		1,000.00		142.73		1,142.73
January 15, 2016		1,000.00		160.59		1,160.59
July 15, 2016		1,000.00		178.88		1,178.88
January 15, 2017		1,000.00		197.61		1,197.61
July 15, 2017		1,000.00		216.80		1,216.80
January 15, 2018		1,000.00		236.46		1,236.46
July 15, 2018		1,000.00		256.60		1,256.60

If any Security is to be redeemed in part only, a new Security in Principal Amount at Issuance equal to the unredeemed portion of Principal Amount at Issuance will be issued. If a portion of a Holder's Securities is selected for partial redemption and such Holder converts a portion of its Securities, the converted portion will be deemed to be of the portion selected for redemption.

No sinking fund is provided for the Securities.

Section 1102. Applicability of Article.

Redemption of Securities at the election of the Company or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article.

Section 1103. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities pursuant to Section 1101 shall be evidenced by a Company Order and an Officers' Certificate. In case of any redemption at the election of the Company, the Company shall, not less than 45 nor more than 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice period shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of Securities to be redeemed.

Section 1104. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities are to be redeemed, the particular Securities or portions thereof to be redeemed shall be selected not more than 35 days prior to the Redemption Date by the Trustee, from the Outstanding Securities not previously called for redemption, pro rata, by lot or such other method as the Trustee shall deem fair and reasonable, and the amounts to be redeemed may be equal to $1,000 of aggregate Principal Amount at Issuance or any integral multiple thereof.

The Trustee shall promptly notify the Company and the Security Registrar in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the Principal Amount at Issuance of such Security which has been or is to be redeemed.

If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as Outstanding for the purpose of such selection.

Section 1105. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

(a) the Redemption Date;

(b) the Redemption Price, or if then not ascertainable, the manner of calculation thereof;

(d) the name and address of the Paying Agent and Conversion Agent;

(e) that Securities called for redemption may be converted at any time before the close of business on the second Business Day immediately preceding the Redemption Date, even if not otherwise convertible at such time;

(f) that Holders who want to convert Securities must satisfy the requirements set forth in Article IV of the Indenture and in the Securities;

(g) if less than all Outstanding Securities are to be redeemed, the identification of the particular Securities to be redeemed;

(h) in the case of a Security to be redeemed in part, the Principal Amount at Issuance of such Security to be redeemed and that after the Redemption Date upon surrender of such

Security, new Security or Securities in the aggregate Principal Amount at Issuance equal to the unredeemed portion thereof will be issued;

(i) that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

(j) that on the Redemption Date the Redemption Price will become due and payable upon each such Security or portion thereof, and that (unless the Company shall default in payment of the Redemption Price) interest (including Contingent Cash Interest and Additional Interest) thereon and Principal Accretion shall cease to accrue on and after said date;

(k) the place or places where such Securities are to be surrendered for payment of the Redemption Price; and

(l) the CUSIP number, if any, relating to such Securities.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's written request, by the Trustee in the name and at the expense of the Company (with the notice having been prepared by the Company).

The notice if mailed in the manner herein provided shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice to any Holder of any Security designated for redemption as a whole or in part, or any defect in any such notice, shall not affect the validity of the proceedings for the redemption of any other Security.

Section 1106. Deposit of Redemption Price.

On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in same day funds sufficient to pay the Redemption Price of and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof which are to be redeemed on that date other than Securities or portions of Securities called for redemption which on or prior thereto have been delivered by the Company to the Trustee for cancellation or have been converted. The Trustee or the Paying Agent shall as promptly as possible return to the Company any money not required for that purpose because of the conversion of Securities pursuant to Article IV hereof. When the Redemption Date falls on an Interest Payment Date, payments of interest due on such date are to be paid as provided hereunder as if no such redemption were occurring.

Section 1107. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price together with accrued interest to but not including the Redemption Date except for Securities that are converted in accordance with the terms of this Indenture; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Regular Record Dates according to the terms and the provisions of Section 309.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid, bear interest from the Redemption Date at the rate borne by such Security.

Section 1108. Securities Redeemed or Purchased in Part.

Any Security which is to be redeemed or purchased only in part shall be surrendered to the Paying Agent at the office or agency maintained for such purpose pursuant to Section 1002 (with, if the Company, the Security Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Security Registrar or the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate Principal Amount at Issuance equal to, and in exchange for, the unredeemed portion of the principal of the Security so surrendered that is not redeemed or purchased.

Section 1109. Conversion Arrangement on Call for Redemption.

In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment banks or other purchasers to purchase such Securities by paying to the Trustee in trust for the Holders, on or prior to the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the Redemption Price of, and any accrued and unpaid interest with respect to, such Securities. Notwithstanding anything to the contrary contained in this Article Eleven, the obligation of the Company to pay the Redemption Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers. If such an agreement is entered into, any Securities not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article IV) surrendered by such purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

ARTICLE TWELVE

SUBORDINATION OF SECURITIES

Section 1201. Securities Subordinate to Senior Indebtedness.

The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of the principal of, premium, if any, and interest on each and all of the Securities and all other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Indenture to the prior payment in full, in cash or Cash Equivalents or in any other form as acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness, whether outstanding on the date of the Indenture or thereafter incurred.

This Article Twelve shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold Senior Indebtedness; and such provisions are made for the benefit of the holders of Senior Indebtedness; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Section 1202. Payment Over of Proceeds Upon Dissolution, etc.

In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event:

(1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or in any other form as acceptable to the holders of Senior Indebtedness, of all amounts due on or in respect of all Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of the principal of, premium, if any, or interest (including Contingent Cash Interest) on the Securities or any other Indenture Obligations; and

(2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Securities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents or in any other form as acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and

(3) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, in respect of principal, premium, if any, and interest on the Securities or any other Indenture Obligations before all Senior Indebtedness is paid in full, then and in such event such payment or distribution (excluding Permitted Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash or Cash Equivalents or in any other form as acceptable to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.

The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of the Company's properties or assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of the Company's properties or assets, as the case may be, shall, as a part of such consolidation, merger, sale,

assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Section 1203. Suspension of Payment When Senior Indebtedness in Default.

(a) Unless Section 1202 shall be applicable, upon the occurrence of a Payment Default, no payment or distribution of any assets of the Company of any kind or character (excluding Permitted Junior Securities) shall be made by the Company on account of principal of, premium, if any, or interest (including Contingent Cash Interest and Additional Interest) on, the Securities or any other Indenture Obligations or on account of the purchase, redemption, or other acquisition of or in respect of the Securities unless and until such Payment Default shall have been cured or waived or shall have ceased to exist or the Designated Senior Indebtedness with respect to which such Payment Default shall have occurred shall have been discharged or paid in full in cash or Cash Equivalents or in any other form as acceptable to the holders of Senior Indebtedness, after which the Company shall resume making any and all required payments in respect of the Securities, including any missed payments.

(b) Unless Section 1202 shall be applicable, upon (1) the occurrence of a Non-payment Default and (2) after receipt by the Trustee and the Company from a representative of the holders of any Designated Senior Indebtedness (a "Senior Representative") of written notice of such occurrence, no payment or distribution of any assets of the Company of any kind or character (excluding Permitted Junior Securities) shall be made by the Company on account of any principal of, premium, if any, or interest (including Contingent Cash Interest) on, the Securities or any other Indenture Obligations or on account of the purchase, redemption, or other acquisition of or in respect of Securities for a period ("Payment Blockage Period") commencing on the date of receipt by the Trustee of such notice unless and until the earliest of (subject to any blockage of payments that may then or thereafter be in effect under subsection (a) of this Section 1203) (x) 179 days having elapsed since receipt of such written notice by the Trustee (provided any Designated Senior Indebtedness as to which notice was given shall theretofore have not been accelerated), (y) the date such Non-payment Default and all other Non-payment Defaults as to which notice is also given after such period is initiated shall have been cured or waived or shall have ceased to exist or the Designated Senior Indebtedness related thereto shall have been discharged or paid in full in cash or Cash Equivalents or in any other form as acceptable to the holders of Designated Senior Indebtedness, or (z) the date on which such Payment Blockage Period (and all Non-payment Defaults as to which notice is given after such Payment Blockage Period is initiated) shall have been terminated by written notice to the Company or the Trustee from the Senior Representative, or the holders of at least a majority of the Designated Senior Indebtedness, that initiated such Payment Blockage Period, after which, in each such case, the Company shall promptly resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding any other provision of this Indenture, in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Company or the Trustee of the notice referred to in clause (2) of this paragraph (b) (the "Initial Blockage Period"). Any number of notices of Non-payment Defaults may be given during the Initial Blockage Period; provided that during any 365-day consecutive period only one Payment Blockage Period during which payment of principal of, or interest on, the Securities may not be made may commence and the duration of the Payment Blockage Period may not exceed 179 days. No Non-payment Default with respect to Designated Senior Indebtedness which existed or was continuing on the date of the commencement of any Payment Blockage Period will be, or can be, made the basis for the commencement of a second Payment Blockage Period, whether or not within a period of 365 consecutive days, unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

(c) In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, then and

in such event such payment shall be paid over and delivered forthwith to a Senior Representative of the holders of the Designated Senior Indebtedness or as a court of competent jurisdiction shall direct.

Section 1204. Payment Permitted if No Default.

Nothing contained in this Article, elsewhere in this Indenture or in any of the Securities shall prevent the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to in Section 1202 or under the conditions described in Section 1203, from making payments at any time of principal of, premium, if any, or interest (including Contingent Cash Interest and Additional Interest) on the Securities.

Section 1205. Subrogation to Rights of Holders of Senior Indebtedness.

Subject to the payment in full of all Senior Indebtedness in cash or Cash Equivalents or in any other form as acceptable to the holders of Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness, until the principal of, premium, if any, and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness, of any cash, property or securities to which the Holders or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness, by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Section 1206. Provisions Solely to Define Relative Rights.

The provisions of this Article are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of, premium, if any, and interest (including Contingent Cash Interest and Additional Interest) on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to in Section 1202, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 1203, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 1203(c).

Section 1207. Trustee to Effectuate Subordination.

Each Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Company whether in bankruptcy, insolvency, receivership proceedings, or otherwise, the timely filing of a claim for the unpaid balance of the Indebtedness of the Company owing to such Holder in the form required in such proceedings and the causing of such claim to be approved.

Section 1208. No Waiver of Subordination Provisions.

(a) No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act by any such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

(b) Without limiting the generality of Subsection (a) of this Section and notwithstanding any other provision contained herein, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection or payment of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Company and any other Person; provided, however, that in no event shall any such actions limit the right of the Holders of the Securities to take any action to accelerate the maturity of the Securities in accordance with the provisions set forth in Article Five or to pursue any rights or remedies under this Indenture or under applicable laws if the taking of such action does not otherwise violate the terms of this Article.

Section 1209. Notice to Trustee.

(a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities or other Indenture Obligations. Notwithstanding the provisions of this Article or any provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security or other Indenture Obligations), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it after such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to such effect.

(b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness

to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 1210. Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article, provided that the foregoing shall apply only if such court has been fully apprised of the provisions of this Article.

Section 1211. Rights of Trustee as a Holder of Senior Indebtedness; Preservation of Trustee's Rights.

The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 606.

Section 1212. Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting under this Indenture, the term "Trustee" as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that Section 1211 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

Section 1213. No Suspension of Remedies.

Nothing contained in this Article shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Article Five and as set forth in this Indenture or to pursue any rights or remedies hereunder or under applicable law, subject to the rights, if any, under this Article of the holders, from time to time, of Senior Indebtedness to receive the cash, property or securities receivable upon the exercise of such rights or remedies.

Section 1214. Trustee's Relation to Senior Indebtedness.

With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Article against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and the Trustee shall not be liable to any holder of Senior Indebtedness if it shall mistakenly in the absence of gross negligence or willful misconduct pay over or deliver to

Holders, the Company or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.

Section 1215. Modification to Corporate Structure.

If the Company transfers all or substantially all of its assets to a Wholly-Owned Subsidiary of the Company which would hold all or substantially all of the Company's broadcast operations and this Wholly-Owned Subsidiary becomes the primary obligor under substantially all of the Company's Indebtedness other than the Securities (including Indebtedness under the Bank Credit Agreement and the Company's senior subordinated notes), the Securities will remain Indebtedness of the Company and will be deemed to be Senior Indebtedness of the Company (ranking pari passu will all of the Company's remaining unsubordinated Indebtedness) and the subordination provisions in this Article Twelve will cease to be applicable or enforceable.

In addition, any notes or securities issued by the Company after the Issue Date which are not guaranteed by the Company's Subsidiaries (which generate more than 50% of the Company's consolidated assets and more than 50% of its consolidated revenue) may not rank senior in right of payment to the Securities.

ARTICLE THIRTEEN

SATISFACTION AND DISCHARGE

Section 1301. Satisfaction and Discharge of Indenture.

When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion and the Company shall deliver to the Holders shares of Common Stock sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on their Stated Maturity, Optional Repurchase Date, Fundamental Change Repurchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the Principal Amount at Issuance, Principal Accretion, Accreted Principal Price, and interest (including Contingent Cash Interest and Additional Interest, if any) accrued and unpaid to such Stated Maturity, Optional Repurchase Date, Fundamental Change Repurchase Date or Redemption Date, as the case may be, and if in either case (1) or (2) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then the Indenture with respect to the Securities shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including Contingent Cash Interest, if any) and Additional Interest with respect to the Securities and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee; and (iii) the rights, obligations and immunities of the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 1303 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and Conversion Agent under Section 606 and, if United States dollars shall have been deposited with the Trustee pursuant to this Section, the obligations of the Trustee under Section 1302 and the last paragraph of Section 1003 shall survive.

Subject to the provisions of the last paragraph of Section 1003, all United States dollars deposited with the Trustee pursuant to Section 1031 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture (Including, without limitation, Section 605), to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of, premium, if any, and interest on the Securities for whose payment such United States dollars have been deposited with the Trustee.

Section 1302. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money to the Holders entitled thereto by reason of any order or judgment of any court of governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under the Indenture with respect to the Securities and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 1301 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with the Indenture and the Securities to the Holders entitled thereto; provided, however, that if the Company makes any payment of principal amount or interest (including Contingent Cash Interest and Additional Interest) of any Securities following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

Section 1303. Officers' Certificate; Opinion of Counsel.

Upon any application or demand by the Company to the Trustee to take any action under Section 1301, the Company shall furnish to the Trustee (A) an Officers' Certificate stating that all conditions precedent, if any, provided for in the Indenture relating to the proposed action have been complied with and that such satisfaction and discharge will not result in a breach or violation of or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which the Company is bound, and (B) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Opinions of counsel required to be delivered under this Section may have qualifications customary for opinions of the type required and counsel delivering such Opinions of counsel may rely on certificates of the Company or government or other officials customary for opinions of the type required, including certificates certifying as to matters of fact, including that various financial covenants have been complied with.

ARTICLE FOURTEEN

PURCHASE OF SECURITIES AT THE OPTION OF HOLDERS UPON A FUNDAMENTAL CHANGE

Section 1401. Fundamental Change Put.

(a) In the event that a Fundamental Change shall occur, each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 1401 hereof, to require the Company to repurchase, and upon the exercise of such right, the Company shall repurchase, all of such Holder's Securities not theretofore called for redemption, or any portion of the Principal Amount at Issuance thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 1401, on the date (the "Fundamental Change Repurchase Date") that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b) of the occurrence of a

Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities at a purchase price in cash equal to the Accreted Principal Price and any accrued and unpaid cash interest (including Contingent Cash Interest and Additional Interest) to, but excluding, the Fundamental Change Repurchase Date; provided, however, that installments of interest (including Contingent Cash Interest and Additional Interest) on Securities which interest is payable prior to or on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date.

(b) On or before the 20^th day after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders at their addresses shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the form of a Fundamental Change Repurchase Notice to be completed by the Holder and shall state:

(1) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;

(2) the date by which the Fundamental Change Repurchase Notice pursuant to this Section 1401 must be given;

(3) the Fundamental Change Repurchase Date;

(4) the Fundamental Change Repurchase Price;

(5) the name and address of each Paying Agent and Conversion Agent;

(6) the Conversion Rate and any adjustments thereto;

(7) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted into Common Stock pursuant to Article IV of this Indenture only to the extent that the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;

(8) the procedures that the Holder must follow to exercise rights under this Section 1401 and a brief description of such rights;

(9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any;

(10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Securities;

(11) the procedures for withdrawing a Fundamental Change Repurchase Notice, including a form of notice of withdrawal;

(12) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, cash interest (including Contingent Cash Interest and Additional Interest), if any, and Principal Accretion on Securities surrendered for purchase will cease to accrue on and after the Fundamental Change Repurchase Date; and

(13) the CUSIP number of the Securities.

At the Company's request, the Trustee or the Paying Agent shall give such notice in the Company's name and at the Company's expense; provided, however, that in all cases, the text of such notice shall be prepared by the Company.

If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities.

Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that time.

(c) A Holder may exercise its rights specified in subsection (a) of this Section 1401 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities entitled "Option of Holder to Elect Purchase" and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "Fundamental Change Repurchase Notice") to any Paying Agent at any time on or before the 30^th Business Day after the date of the Company's notice of the Fundamental Change (subject to extension to comply with applicable law).

The Fundamental Change Repurchase Notice delivered by a Holder shall state (i) if certificated Securities, the certificate number or numbers of the Security or Securities which the Holder will deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary procedures), (ii) the portion of the Principal Amount at Issuance of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture.

Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided, however, that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 1401 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice, as determined by the Company.

The Company shall purchase from the Holder thereof, pursuant to this Section 1401, a portion of a Security if the Principal Amount at Issuance of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 also apply to the purchase of such portion of such Security.

Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a Principal Amount at Issuance of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402.

A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof.

Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.

Section 1402. Effect of Fundamental Change Repurchase Notice.

Upon receipt by any Paying Agent of the Fundamental Change Repurchase Notice specified in Section 1401(c), the Holder of the Security in respect of which such Fundamental Change Repurchase Notice was given shall (unless such Fundamental Change Repurchase Notice is withdrawn as specified below) thereafter be entitled to receive the Fundamental Change Repurchase Price with respect to such Security. Such Fundamental Change Repurchase Price shall be paid to such Holder promptly following the later of (a) the Fundamental Change Repurchase Date with respect to such Security (provided the

conditions in Section 1401(c) have been satisfied) and (b) the time of book-entry transfer or delivery of such Security to a Paying Agent by the Holder thereof in the manner required by Section 1401(c). Securities in respect of which a Fundamental Change Repurchase Notice has been given by the Holder thereof may not be converted into shares of Common Stock on or after the date of the delivery of such Fundamental Change Repurchase Notice unless such Fundamental Change Repurchase Notice has first been validly withdrawn.

A Fundamental Change Repurchase Notice may be withdrawn by means of a written notice (which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of withdrawal delivered by the Holder to a Paying Agent at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying (i) the Principal Amount at Issuance of the Security or portion thereof (which must be a Principal Amount at Issuance of $1,000 or an integral multiple of $1,000 in excess thereof) with respect to which such notice of withdrawal is being submitted, (ii) if certificated Securities have been issued, the certificate numbers of the withdrawn Securities, or if not certificated, such notice must comply with appropriate Depositary procedures, and (iii) the Principal Amount at Issuance, if any, which remains subject to the Fundamental Change Repurchase Notice.

Section 1403. Deposit of Fundamental Change Repurchase Price.

On or before 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date, the Company shall deposit with the Trustee or with a Paying Agent (other than the Company or an Affiliate of the Company) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Fundamental Change Repurchase Price of all the Securities or portions thereof that are to be purchased as of such Fundamental Change Repurchase Date. The manner in which the deposit required by this Section 1403 is made by the Company shall be at the option of the Company, provided that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds on the Fundamental Change Repurchase Date.

If a Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Fundamental Change Repurchase Price of any Security for which a Fundamental Change Repurchase Notice has been tendered and not withdrawn in accordance with this Indenture then, on the Fundamental Change Repurchase Date, such Security will cease to be outstanding and interest, including any Contingent Cash Interest and Additional Interest, if any, and Principal Accretion on the Securities will cease to accrue (whether or not book-entry transfer of the Securities is made or whether or not the Securities are delivered to the Paying Agent) and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Fundamental Change Repurchase Price and any previously accrued and unpaid interest (including any Contingent Cash Interest and Additional Interest) upon delivery or transfer of the Securities). The Company shall publicly announce the Principal Amount at Issuance of Securities purchased as a result of such Fundamental Change on or as soon as practicable after the Fundamental Change Repurchase Date.

Section 1404. Securities Purchased in Part.

Any Security that is to be purchased only in part shall be surrendered at the office of a Paying Agent and promptly after the Fundamental Change Repurchase Date the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of such authorized denomination or denominations as may be requested by such Holder, in aggregate Principal Amount at Issuance equal to, and in exchange for, the portion of the Principal Amount at Issuance of the Security so surrendered that is not purchased.

Section 1405. Compliance with Securities Laws Upon Purchase of Securities .

In connection with any offer to purchase or purchase of Securities under Section 1401, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1 (or any successor to either such Rule), if applicable, under the Exchange Act, (b) file the related Schedule TO (or any successor or similar schedule, form or report) if required under the Exchange Act, and (c) otherwise comply with all federal and state securities laws in connection with such offer to purchase or purchase of Securities, all so as to permit the rights of the Holders and obligations of the Company under Sections 1401 through 1406 to be exercised in the time and in the manner specified therein.

Section 1406. Repayment to the Company.

To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 1403 exceeds the aggregate Fundamental Change Repurchase Price together with interest (including Contingent Cash Interest and Additional Interest), if any, thereon of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Fundamental Change Repurchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess cash to the Company.

ARTICLE FIFTEEN

PURCHASE OF SECURITIES AT THE OPTION OF HOLDERS

Section 1501. Optional Put.

(a) Securities shall be purchased by the Company for cash on January 15, 2011 (the "Optional Repurchase Date") at a price of $1,000 per $1,000 of Principal Amount at Issuance plus any accrued and unpaid cash interest (including Contingent Cash Interest and Additional Interest) to but not including the Optional Repurchase Date (the "Optional Repurchase Price"), at the option of the Holder thereof.

(b) On a date not less than 20 Business Days prior to the Optional Repurchase Date, the Company shall mail a written notice to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders at their addresses shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the form of an Optional Repurchase Notice to be completed by the Holder and shall state:

(1) the date by which the Optional Repurchase Notice pursuant to this Section 1402 must be given;

(2) the Optional Repurchase Date;

(3) the Optional Repurchase Price;

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

(5) the Conversion Rate and any adjustments thereto;

(6) that Securities as to which an Optional Repurchase Notice has been given may be converted into Common Stock pursuant to Article IV of this Indenture only to the extent that the Optional Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;

(7) the procedures that the Holder must follow to exercise rights under this Section 1501 and a brief description of such rights;

(8) that Securities must be surrendered to the Paying Agent to collect payment of the Optional Purchase Price and interest, if any;

(9) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Securities;

(10) the procedures for withdrawing an Optional Repurchase Notice, including a form of notice of withdrawal;

(11) that, unless the Company defaults in making payment of such Optional Repurchase Price, cash interest (including Contingent Cash Interest and Additional Interest), if any, and Principal Accretion on Securities surrendered for purchase will cease to accrue on and after the Optional Repurchase Date; and

(12) the CUSIP number of the Securities.

(c) A Holder may exercise its rights specified in subsection (a) of this Section 1501 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities entitled "Option of Holder to Elect Purchase" and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (an "Optional Repurchase Notice") to any Paying Agent at any time from the opening of business on the date that is 20 Business Days prior to the Optional Repurchase Date until the close of business on the Optional Repurchase Date.

The Optional Repurchase Notice delivered by a Holder shall state (i) if certificated Securities have been issued, the certificate number or numbers of the Security or Securities which the Holder will deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary procedures), (ii) the portion of the Principal Amount at Issuance of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased pursuant to the terms and conditions specified in this Indenture.

Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Optional Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Optional Repurchase Price therefor; provided, however, that such Optional Repurchase Price shall be so paid pursuant to this Section 1501 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Optional Repurchase Notice, as determined by the Company.

The Company shall purchase from the Holder thereof, pursuant to this Section 1501, a portion of a Security if the Principal Amount at Issuance of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security pursuant to Sections 1501 through 1506 also apply to the purchase of such portion of such Security.

Any purchase by the Company contemplated pursuant to the provisions of this Section 1501 shall be consummated by the delivery of the consideration to be received by the Holder (together with accrued and unpaid cash interest, if any) promptly following the later of the Optional Repurchase Date and the time of delivery of the Security. The Optional Repurchase Price may only be paid in cash.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Optional Repurchase Notice contemplated by this Section 1501 shall have the right to withdraw such Optional Repurchase Notice at any time prior to the close of business on the Optional Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1502.

The Paying Agent shall promptly notify the Company of the receipt by it of any Optional Repurchase Notice or written notice of withdrawal thereof.

Anything herein to the contrary notwithstanding, in the case of Global Securities, any Optional Repurchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.

(d) The Company may at its option add additional dates on which Holders would have the right to require the Company to repurchase Securities. The Company would be required to provide 60 days advance notice to Holders of its nonbinding intention to add additional dates.

(e) There shall be no purchase of any Securities pursuant to this Section 1501 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Securities, of the required Optional Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Optional Repurchase Price and any accrued and unpaid cash interest with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which an Optional Repurchase Notice has been withdrawn in compliance with this Indenture or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Optional Repurchase Price and any accrued and unpaid cash interest with respect to such Securities) in which case, upon such return, the Optional Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Section 1502. Effect of Optional Repurchase Notice.

Upon receipt by any Paying Agent of the Optional Repurchase Notice specified in Section 1501, the Holder of the Security in respect of which such Repurchase Notice was given shall (unless such Optional Repurchase Notice is withdrawn as specified below) thereafter be entitled to receive the Optional Repurchase Price with respect to such Security. Such Optional Repurchase Price shall be paid to such Holder promptly following the later of (a) the Optional Repurchase Date with respect to such Security (provided the conditions in Section 1501 have been satisfied) and (b) the time of delivery of such Security to a Paying Agent by the Holder thereof in the manner required by Section 1501. Securities in respect of which an Optional Repurchase Notice has been given by the Holder thereof may not be converted into shares of Common Stock on or after the date of the delivery of such Optional Repurchase Notice unless such Optional Repurchase Notice has first been validly withdrawn.

An Optional Repurchase Notice may be withdrawn by means of a written notice (which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of withdrawal delivered by the Holder to a Paying Agent at any time prior to the close of business on the Optional Repurchase Date, specifying (i) the Principal Amount at Issuance of the Security or portion thereof (which must be a Principal Amount at Issuance of $1,000 or an integral multiple of $1,000 in excess thereof) with respect to which such notice of withdrawal is being submitted, (ii) if certificated Securities have been issued, the certificate numbers of the withdrawn Securities, or if not certificated, such notice must comply with appropriate Depositary

procedures, and (iii) the Principal Amount at Issuance, if any, which remains subject to the Optional Repurchase Notice.

Section 1503. Deposit of Optional Repurchase Price.

On or before 11:00 a.m., New York City time, on the Optional Repurchase Date, the Company shall deposit with the Trustee or with a Paying Agent (other than the Company or an Affiliate of the Company) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Optional Repurchase Price of all the Securities or portions thereof that are to be purchased as of such Optional Repurchase Date. The manner in which the deposit required by this Section 1503 is made by the Company shall be at the option of the Company, provided that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds on the Optional Repurchase Date.

If a Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Optional Repurchase Price of any Security for which an Optional Repurchase Notice has been tendered and not withdrawn in accordance with this Indenture then, on the Optional Repurchase Date, such Security will cease to be outstanding and interest, including any Contingent Cash Interest and Additional Interest, if any, and Principal Accretion on the Securities will cease to accrue (whether or not book-entry transfer of the Securities is made or whether or not the Securities are delivered to the Paying Agent) and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Optional Repurchase Price and any previously accrued and unpaid interest (including any Contingent Cash Interest and Additional Interest) upon delivery or transfer of the Securities). The Company shall publicly announce the Principal Amount at Issuance of Securities purchased pursuant to this Article XV on or as soon as practicable after the Optional Repurchase Date.

Section 1504. Securities Purchased in Part.

Any Security that is to be purchased only in part shall be surrendered at the office of a Paying Agent and promptly after the Optional Repurchase Date the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of such authorized denomination or denominations as may be requested by such Holder, in aggregate Principal Amount at Issuance equal to, and in exchange for, the portion of the Principal Amount at Issuance of the Security so surrendered that is not purchased.

Section 1505. Compliance with Securities Laws Upon Purchase of Securities.

In connection with any offer to purchase or purchase of Securities under Section 1501, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1 (or any successor to either such Rule), if applicable, under the Exchange Act, (b) file the related Schedule TO (or any successor or similar schedule, form or report) if required under the Exchange Act, and (c) otherwise comply with all federal and state securities laws in connection with such offer to purchase or purchase of Securities, all so as to permit the rights of the Holders and obligations of the Company under Sections 1501 through 1506 to be exercised in the time and in the manner specified therein.

Section 1506. Repayment to the Company.

To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 1503 exceeds the aggregate Optional Repurchase Price together with interest (including Contingent Cash Interest and Additional Interest), if any, thereon of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Optional Repurchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess cash to the Company.

ARTICLE SIXTEEN

CONTINGENT CASH INTEREST

Section 1601. Contingent Cash Interest.

The Company shall make Contingent Cash Interest payments to the Holders of Securities, as set forth in Section 1602 below, during any six month period from January 15 to July 14 and from July 15 to January 14, beginning with the six-month period commencing on January 15, 2011 (each a "Contingent Cash Interest Period") if the average Security Price for the applicable Five-Trading-Day Measurement Period to, but excluding, the day immediately preceding the first day of the relevant Contingent Cash Interest Period equals 120% or more of the Accreted Principal Price of such Security. During any Contingent Cash Interest Period when Contingent Cash Interest is payable pursuant to this section, each Contingent Cash Interest payment due and payable on each $1,000 Principal Amount at Issuance shall equal 0.375% per annum of the average Security Price for the five Trading Days in the Five-Trading-Day Measurement Period.

Section 1602. Payment of Contingent Cash Interest; Contingent Cash Interest Rights Preserved.

Contingent Cash Interest will be payable only in cash. If payable, Contingent Cash Interest shall be paid on the last day of the applicable Contingent Cash Interest Period (in each case, a "Contingent Cash Interest Payment Date"). Contingent Cash Interest payments on any Security that are payable, and are punctually paid or duly provided for, on any Contingent Cash Interest Payment Date shall be paid to the Person who is the Holder of that Security on the 15th day preceding the last day of such Contingent Cash Interest Period. Each payment of Contingent Cash Interest on any Security shall be paid in the same manner as interest is paid on the Security.

Upon determination that Holders of Securities will be entitled to receive Contingent Cash Interest during a Contingent Cash Interest Period, prior to the start of such Contingent Cash Interest Period, the Company will issue a press release and publish such information on its website (or otherwise widely disseminate such information) as soon as practicable.

Section 1603. Bid Solicitation Agent.

The Company will appoint a Bid Solicitation Agent as soon as practicable. For purposes of compliance with this Article Sixteen, the Bid Solicitation Agent shall solicit bids from securities dealers which the Company indicates that it believes are willing to bid for the Securities. The Company may change the Bid Solicitation Agent at its discretion, but for purposes of compliance with this Article Sixteen the Bid Solicitation Agent may not be an Affiliate of the Company.

ARTICLE SEVENTEEN

TAX TREATMENT

Section 1701. Tax Treatment.

The parties hereto hereby agree, and each Holder and each beneficial owner of a Security or a beneficial interest in a Security by its purchase of a Security or a beneficial interest in a Security hereby agrees, that (in the absence of any change in or amendment to the Code or the U.S. Treasury Regulations that requires a contrary treatment) for all United States federal income tax purposes:

(a) to treat the Securities as indebtedness of the Company;

(b) to treat the Securities as debt instruments that are subject to U.S. Treasury Regulations Section 1.1275-4(b); and

(c) to treat any payment of Common Stock to, and receipt of Common Stock by, a Holder or beneficial owner of a Security upon conversion of a Security or a beneficial interest in a Security

(i) as a contingent payment under U.S. Treasury Regulations Section 1.1275-4(b) and (ii) as part of the "amount realized" (as defined in Section 1001(b) of the Code) upon a conversion of a Security; and

(d) to treat the possibility that the Company will pay Additional Interest in respect of the Securities as a contingency that is" remote" or "incidental" within the meaning of U.S. Treasury Regulations Section 1.1275-2(h).

Section 1702. Comparable Yield and Projected Payment Schedule.

Solely for purposes of applying U.S. Treasury Regulation Section 1.1275-4 to the Securities:

(a) The Company hereby agrees, and each Holder and each beneficial owner of a Security or a beneficial interest in a Security by its purchase of a Security or a beneficial interest in a Security hereby agrees, that for all United States federal income tax purposes, it shall accrue interest with respect to outstanding Securities (in the case of the Company) or with respect to its Security or its beneficial interest in a Security (in the case of a Holder or beneficial owner) as original issue discount according to the "noncontingent bond method," as set forth in U.S. Treasury Regulations Section 1.1275-4(b) using a comparable yield of 9.25%, compounded semi-annually, (the "Comparable Yield") and the projected payment schedule attached as Annex 1 to this Indenture (the "Projected Payment Schedule");

(b) the Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount for United States federal income tax purposes (including daily rates and accrual periods) accrued on outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount that the Company determines to be relevant under the Code and the U.S. Treasury Regulations, as they are amended from time to time, including with respect to each calendar year the amount of any adjustment made under the noncontingent bond method to account for the amount of any difference between the aggregate amount of actual contingent payments made on the Securities during such calendar year and the aggregate amount of projected contingent payments set forth in the Projected Payment Schedule with respect to such calendar year; and

(c) the Company acknowledges and agrees, and each Holder and each beneficial owner of a Security or a beneficial interest in a Security, by its purchase of a Security or a beneficial interest in a Security hereby acknowledges and agrees, that (i) the Comparable Yield and the Projected Payment Schedule are not determined for any purpose other than for the purpose of applying U.S. Treasury Regulations Section 1.1275-4(b)(4) to the Securities and beneficial interests in the Securities and (ii) the Comparable Yield and the Projected Payment Schedule do not constitute a projection or representation regarding the actual amount or timing of payments on the Securities.

(d) the Company shall provide to each Holder and each beneficial owner of a Security or a beneficial interest in a Security, upon the written request of such Holder or beneficial owner to the Company, the Projected Payment Schedule.

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

		SINCLAIR BROADCAST GROUP, INC., as Issuer
		By:

		Name: David D. Smith
		Title: President and CEO
Attest:

	Name: J. Duncan Smith
	Title: Secretary
		WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee
		By:

		Name:
		Title:

ANNEX 1
Projected Payment Schedule*

Period Ending	Noncontingent Interest Payment per $1,000 Principal Amount at Issuance	Projected Contingent Interest Payment per $1,000 Principal Amount at Issuance*	Total Projected Interest Payment per $1,000 Principal Amount at Issuance
July 15, 2003	7.45	0.00	7.45
January 15, 2004	24.38	0.00	24.38
July 15, 2004	24.38	0.00	24.38
January 15, 2005	24.38	0.00	24.38
July 15, 2005	24.38	0.00	24.38
January 15, 2006	24.38	0.00	24.38
July 15, 2006	24.38	0.00	24.38
January 15, 2007	24.38	0.00	24.38
July 15, 2007	24.38	0.00	24.38
January 15, 2008	24.38	0.00	24.38
July 15, 2008	24.38	0.00	24.38
January 15, 2009	24.38	0.00	24.38
July 15, 2009	24.38	0.00	24.38
January 15, 2010	24.38	0.00	24.38
July 15, 2010	24.38	0.00	24.38
January 15, 2011	24.38	0.00	24.38
July 15, 2011	10.00	0.00	10.00
January 15, 2012	10.00	2.40	12.40
July 15, 2012	10.00	2.54	12.54
January 15, 2013	10.00	2.68	12.68
July 15, 2013	10.00	2.83	12.83
January 15, 2014	10.00	2.99	12.99
July 15, 2014	10.00	3.16	13.16
January 15, 2015	10.00	3.34	13.34
July 15, 2015	10.00	3.53	13.53
January 15, 2016	10.00	3.73	13.73
July 15, 2016	10.00	3.95	13.95
January 15, 2017	10.00	4.17	14.17
July 15, 2017	10.00	4.41	14.41
January 15, 2018	10.00	4.66	14.66
July 15, 2018	10.00	2630.11	2640.11

* The Comparable Yield and the Projected Payment Schedule are not determined for any purpose other than for the purpose of applying U.S. Treasury Regulations Section1.1275-4(b)(4) to the Securities and beneficial interests in the Securities. The Comparable Yield and the Projected Payment Schedule do not constitute a projection or representation regarding the actual amount or timing of payments on the Securities.

EXHIBIT A

REGULATION S CERTIFICATE

(For transfers pursuant to § 307(a)(i) of the Indenture)

Wachovia Bank, National Association
Corporate Trust Department VA 9646
1021 E. Cary Street, 3rd Floor
Richmond, VA 23219

Re:: Convertible Senior Subordinated Notes due 2018 of Sinclair Broadcast Group, Inc. (the "Securities")

Reference is made to the Indenture, dated as of May 20, 2003 (the "Indenture"), between Sinclair Broadcast Group, Inc., a Maryland corporation (the "Company"), and Wachovia Bank, National Association, as Trustee. Terms used herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined.

This certificate relates to US$ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"):

CUSIP No(s).

CERTIFICATE No(s).

The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner." The Specified Securities are represented by a Global Security and are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Regulation S Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 904 or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

(1) Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904:

(A) the Owner is not a distributor of the Securities, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing;

(B) the offer of the Specified Securities was not made to a person in the United States;

(i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or

(ii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;

A-1

(D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof;

(E) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(c)(1) have been satisfied; and

(F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

(2) Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144:

(A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or

(B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company.

A-2

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers.

Dated:

	(Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
	By:

		Name:
		Title:
	(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

A-3

EXHIBIT B

[Form of Restricted Securities Transfer Certificate]

RESTRICTED SECURITIES TRANSFER CERTIFICATE

(For transfers pursuant to Section 307(a)(ii) of the Indenture referred to below)

Wachovia Bank, National Association,
as Securities Registrar
Corporate Trust Department VA 9646
1021 E. Cary Street, 3rd Floor
Richmond, VA 23219

Re:: Convertible Senior Subordinated Notes Due 2018 (the "Securities")

Reference is made to the Indenture, dated as of May 20, 2003 (the "Indenture"), between Sinclair Broadcast Group, Inc., a Maryland corporation and Wachovia Bank, National Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined.

This certificate relates to $ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"):

CUSIP No(s).

CERTIFICATE No(s).

CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one)

The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through a Depositary (except in the name of "The Depository Trust Company") or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States. Accordingly, the Owner hereby further certifies as:

(1) Rule 144A Transfers. If the transfer is being effected in accordance with Rule 144A:

(A) the Specified Securities are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and

(B) the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with the transfer; and

B-1

(2) Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144:

(A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144;

(B) the transfer is occurring after a holding period by the Owner of at least two years has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company; or

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

Dated:

	(Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
	By:

		Name:
		Title:
	(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

B-2

EXHIBIT C

UNRESTRICTED SECURITIES CERTIFICATE

(For removal of Securities Act Legends pursuant to § 307(b))

Wachovia Bank, National Association
Corporate Trust Department VA 9646
1021 E. Cary Street, 3rd Floor
Richmond, VA 23219

Re:: Convertible Senior Subordinated Notes due 2018 of Sinclair Broadcast Group, Inc. (the "Securities")

Reference is made to the Indenture, dated as of May 20, 2003, between Sinclair Broadcast Group, Inc., a Maryland corporation (the "Company") and Wachovia Bank, National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined.

This certificate relates to US$ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"):

CUSIP No(s).

CERTIFICATE No(s).

The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Securities be exchanged for Securities bearing no Private Placement Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with all applicable securities laws of the states of the United States and other jurisdictions.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers.

C-1

Dated:

	(Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
	By:

		Name:
		Title:
	(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned

C-2

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Exhibit 4.13

TABLE OF CONTENTS
RECITALS OF THE COMPANY
NOW, THEREFORE, THIS INDENTURE WITNESSETH
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SINCLAIR BROADCAST GROUP, INC. CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2018
OPTION OF HOLDER TO ELECT PURCHASE
CONVERSION NOTICE
TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
ARTICLE TWELVE SUBORDINATION OF SECURITIES
ARTICLE THIRTEEN SATISFACTION AND DISCHARGE
ARTICLE FOURTEEN PURCHASE OF SECURITIES AT THE OPTION OF HOLDERS UPON A FUNDAMENTAL CHANGE
ARTICLE FIFTEEN PURCHASE OF SECURITIES AT THE OPTION OF HOLDERS
ARTICLE SIXTEEN CONTINGENT CASH INTEREST
ARTICLE SEVENTEEN TAX TREATMENT
ANNEX 1 Projected Payment Schedule

EXHIBIT A

EXHIBIT B

EXHIBIT C

EX-4.14 12 a2114395zex-4_14.htm EXHIBIT 4.14
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Exhibit 4.14

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of May 29, 2003, by and among Sinclair Broadcast Group, Inc., a Maryland corporation ("Sinclair" or the "Company"), the Guarantors (as defined below), and J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Wachovia Securities, Inc., Bear, Stearns & Co. Inc. and UBS Warburg LLC, as the initial purchasers (the "Initial Purchasers") of the Company's $100,000,000 aggregate principal amount of 8% Senior Subordinated Notes due 2012 (the "Notes"), which are guaranteed by each of the entities listed on Schedule I hereto (each a "Guarantor" and collectively the "Guarantors").

This Agreement is made pursuant to the Purchase Agreement, dated May 14, 2003, among the Company, the Guarantors and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of $100,000,000 aggregate principal amount of the Company's Notes, which Notes are guaranteed (the "Guarantees") to the extent set forth in the Indenture (as defined below), the Notes and the Guarantees.

In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights with respect to the Notes and the Guarantees as set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

1. Definitions.

As used in this Agreement, the following capitalized defined terms shall have the following meanings:

"Business Day" means any day other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in Maryland or The City of New York are authorized or obligated by law or executive order to close or (iii) a day on which the office of the trustee or transfer agent, as the case may be, or an affiliate or agent thereof at which at any particular time the corporate trust business for the purposes of the Indenture shall be principally administered is closed for business.

"Closing Date" shall mean the date on which the Notes are initially issued by the Company and the Guarantees are initially issued by the Guarantors, in each case, to the Initial Purchasers.

"Commission" shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

"Company" shall have the meaning set forth in the preamble.

"Effective Period" shall have the meaning set forth in Section 2(b).

"Effective Time", in the case of (i) an Exchange Offer, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration effective or as of which the Shelf Registration otherwise becomes effective.

"Exchange Act" shall mean the Securities Exchange Act of 1934, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

"Exchange Date" shall have the meaning set forth in Section 2(a)(ii).

"Exchange Guarantees" shall have the meaning assigned thereto in Section 2(a) hereof.

"Exchange Notes" shall have the meaning assigned thereto in Section 2(a) hereof.

"Exchange Offer" shall have the meaning assigned thereto in Section 2(a) hereof.

"Exchange Offer Registration" shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

"Exchange Offer Registration Statement" shall mean an exchange offer registration statement of the Company and the Guarantors on Form S-4 (or, if applicable, on another appropriate form) which covers all of the Exchange Securities, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"Exchange Securities" shall have the meaning assigned thereto in Section 2(a) hereof.

"Guarantees" shall have the meaning set forth in the preamble.

"Guarantors" shall have the meaning set forth in the preamble.

"Holder" shall mean any Initial Purchaser for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities; provided, that for purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall include Participating Broker-Dealers (as defined in Section 4(a)).

"Holders' Information" shall have the meaning assigned thereto in Section 5(a) hereof.

"Indenture" shall mean the Indenture, dated as of March 14, 2002, as supplemented by the First Supplemental Indenture dated as of July 26, 2002, the Second Supplemental Indenture dated as of November 8, 2002, the Third Supplemental Indenture dated as of January 17, 2003 and the Fourth Supplemental Indenture dated as of May 9, 2003, among the Company, the Guarantors and Wachovia Bank, National Association (formerly, First Union National Bank), as trustee, as the same shall be amended from time to time.

"Initial Purchasers" shall have the meaning set forth in the preamble.

"Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that, for purposes of Section 6(a), whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company, its subsidiaries or any of their respective affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted as outstanding Registered Securities in determining whether such consent or approval was given by the Holders of such required percentage or amount.

"NASD" shall mean the National Association of Securities Dealers, Inc.

"Notes" shall have the meaning set forth in the preamble.

"Offer Termination Date" shall have the meaning set forth in Section 2(a)(iii).

"Participating Broker-Dealer" shall have the meaning set forth in Section 4(a) hereof.

"Penalty Interest" shall have the meaning assigned thereto in Section 2(d) hereof.

"Person" shall mean an individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

"Prescribed Time Period" shall have the meaning set forth in Section 2(d)(i).

"Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein.

"Purchase Agreement" shall have the meaning set forth in the preamble.

"Registrable Securities" shall mean the Securities; provided, however, that any such Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Registrable Securities shall have been declared effective under the Securities Act and such Securities shall have been disposed of or exchanged pursuant to such Registration Statement, (ii) upon the expiration of the Exchange Offer period with respect to any Exchange Offer Registration Statement if all Registrable Securities validly tendered in connection with such Exchange Offer shall have been exchanged for Exchange Securities, (iii) when such Securities have been sold or are eligible for sale to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act or (iv) when such Securities shall have ceased to be outstanding; provided, however, that if an opinion of counsel to the effect described in Section 2(d)(i)(B) is delivered to the Company and the Guarantors, then such Securities held by the Initial Purchasers shall not cease to be Registrable Securities solely by reason of clause (ii) above.

"Registration Default" shall have the meaning assigned thereto in Section 2(d) hereof.

"Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all Commission, stock exchange or NASD registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws, (iii) all expenses of any Person in preparing or assisting in preparing, word processing, printing and distributing, at the request of the Company and the Guarantors, any Registration Statement, any Prospectus, any amendments or supplements thereto, (iv) all fees and disbursements relating to the qualification of the Indenture and the Guarantors under applicable securities laws, (v) the fees and disbursements of the Trustee and its counsel and of any escrow agent as custodian, (vi) the fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the Holders in connection with an Exchange Offer Registration Statement and a Shelf Registration Statement, (vii) the fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, but excluding underwriting discounts, if any, and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder and (viii) fees, disbursements and expenses of any "qualified independent underwriter" engaged, if any.

"Registration Statement" shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"Resale Period" shall have the meaning assigned thereto in Section 2(a) hereof.

"Restricted Holder" shall mean (i) a holder that is an affiliate of the Company or any of the Guarantors within the meaning of Rule 405, (ii) a Holder who acquires Exchange Securities outside the ordinary course of such Holder's business or (iii) a Holder who has arrangements or understandings

with any Person to participate in the Exchange Offer for the purpose of distributing Exchange Securities.

"Rule 144," "Rule 144A," "Rule 174," "Rule 405," "Rule 415," and "Rule 424" shall mean, in each case, such rule promulgated under the Securities Act.

"Securities" shall mean collectively, the Notes and the Guarantees.

"Securities Act" shall mean the Securities Act of 1933, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

"Shelf Registration" shall mean a registration under the Securities Act effected pursuant to Section 2(b) hereof.

"Shelf Registration Statement" shall mean a "shelf" registration statement of the Company and the Guarantors pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"Trustee" means Wachovia Bank, National Association (formerly First Union National Bank), as trustee under the Indenture.

"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

Unless the context otherwise requires, any reference herein to a "Section" or "clause" refers to a Section or clause, as the case may be, of this Agreement, and the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. Unless the context otherwise requires, any reference to a statute, rule or regulation shall be deemed to be a statute, rule or regulation (including any successor statute, rule or regulation thereto) as it may be amended from time to time.

2. Registration under the Securities Act.

(a) Except as set forth in Section 2(b) below, the Company and the Guarantors agree to use their best efforts to file under the Securities Act as soon as practicable after the Closing Date, but in no event later than 120 days after such date, an Exchange Offer Registration Statement relating to an offer by the Company and the Guarantors to exchange (the "Exchange Offer") (i) any and all of the Notes for a like aggregate amount of notes issued by the Company, which notes are identical in all material respects to the Notes (the "Exchange Notes"), except that the Exchange Notes have been registered pursuant to an effective registration statement under the Securities Act, do not contain restrictions on transfers (except as they may be held by Restricted Holders) and provide for the additional interest contemplated in Section 2(d) below for any periods before such exchange and (ii) any and all of the Guarantees for like guarantees by the Guarantors, which guarantees are identical to the Guarantees (the "Exchange Guarantees," and together with the Exchange Notes, the "Exchange Securities") except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfers. The Company and the Guarantors agree to use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable after the filing of the Exchange Offer Registration Statement but in no event later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer and other rules and regulations under the Exchange Act. The Company and the Guarantors further agree to use their best efforts

to commence and consummate the Exchange Offer promptly after the Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for not less than 20 Business Days (or longer, if required by applicable law) after the date notice of the Exchange Offer has been mailed to Holders and exchange Exchange Securities for all Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and to consummate such Exchange Offer within 210 days after the Closing Date. The Exchange Offer will be deemed to have been completed only if the Exchange Securities received by Holders other than Restricted Holders in the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the Company and the Guarantors having exchanged, pursuant to the Exchange Offer, the Exchange Securities for all outstanding Securities, pursuant to the Exchange Offer, properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than 20 Business Days (or longer, if required by applicable law) following the commencement of the Exchange Offer. The Company and the Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:

(i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered will be accepted for exchange;

(ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (each such date being an "Exchange Date");

(iii) that a Holder electing to have Registrable Securities exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Securities, together with the enclosed letters of transmittal, to the institution and at the address specified in the notice prior to the close of business on the last Exchange Date (the "Offer Termination Date"); and

(iv) that a Holder will be entitled to withdraw his election, not later than the close of business on the Offer Termination Date, by sending to the institution and at the address specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Registrable Securities exchanged.

As soon as practicable after the Offer Termination Date, the Company and the Guarantors shall:

(A) accept for exchange Registrable Securities or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and

(B) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and the Guarantors and issue, and cause the Trustee to promptly authenticate and mail to each Holder who has properly tendered and not withdrawn Registrable Securities pursuant to the Exchange Offer, an Exchange Security in aggregate principal amount equal to the aggregate principal amount of the Registrable Securities surrendered by such Holder. The Company shall use its best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the

Commission. The Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

Each Holder of Securities participating in the Exchange Offer shall be required to represent to the Company and the Guarantors that at the time of the consummation of the Exchange Offer (i) such Holder is not an "affiliate" of the Company or any Guarantor within the meaning of Rule 405 under the Securities Act, (ii) the Exchange Securities being acquired by it pursuant to the Exchange Offer are being obtained in the ordinary course of the business of the person receiving such Exchange Securities and (iii) such Holder has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities. If such Holder is a Participating Broker-Dealer that will receive Exchange Securities for its own account in exchange for the Registrable Securities that were acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

(b) 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 Securities, (ii) the Exchange Offer for all of the Securities is not for any other reason consummated within 210 days after the Closing Date, or (iii) any Holder 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 Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (z) is a broker-dealer and holds Securities acquired directly from the Company and Guarantors or an "affiliate" of the Company or any Guarantor, then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), or (iv) at the request of any of the Initial Purchasers, the Company and the Guarantors will be required to file a "shelf" registration statement (a "Shelf Registration Statement") covering resales (a) by the Holders of Registrable Securities 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 within 210 days after the Closing Date pursuant to the foregoing clauses (i) or (ii) or (b) by the Holders of Registrable Securities with respect to which the Company and the Guarantors receive notice pursuant to the foregoing clauses (iii) or (iv). The Trustee will promptly deliver to the Holders written notice that the Company and the Guarantors will be complying with the provisions of this Section 2(b). The Company and the Guarantors agree to use their best efforts to cause the Shelf Registration to become or be declared effective and to keep such Shelf Registration continuously effective for a period of time ending on the second anniversary of the Effective Time (the "Effective Period") or such shorter period that will terminate when all of the Registrable 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 Registrable Securities copies of the Prospectus contained therein and notify each such Holder when the Shelf Registration Statement has become effective. The Company and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registrations, and the Company and the Guarantors agree to furnish to the Holders of the Registrable Securities copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

(c) The Company and the Guarantors shall, jointly and severally, pay all Registration Expenses in connection with the registration pursuant to Section 2(a) or Section 2(b). Each Holder shall pay all underwriting discounts, if any, and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Exchange Offer Registration Statement or a Shelf Registration Statement, as the case may be.

(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the Commission; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement will be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. If the Company and the Guarantors shall fail to comply with this Agreement or if the Exchange Offer Registration Statement or the Shelf Registration fails to become effective (any such event, a "Registration Default"), then, as liquidated damages, registration default interest (the "Penalty Interest"), shall become payable in respect of the Notes as follows:

(i) (A) if an Exchange Offer Registration Statement or, in the event of a change in applicable law or due to current interpretations by the Commission the Company and the Guarantors are not permitted to effect the Exchange Offer, a Shelf Registration Statement, is not filed within 120 days following the Closing Date, (B) in the event that within the 30 days after consummation of the Exchange Offer, any Holder of the Registrable Securities shall 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 Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (z) is a broker-dealer and holds Securities acquired directly from the Company and the Guarantors or an "affiliate" of the Company or any Guarantor and a Shelf Registration Statement is not filed within 120 days after such notice or (C) upon the request of an Initial Purchaser, a Shelf Registration Statement is not filed within 120 days after such request, then commencing on either the 121^st day after the Closing Date or the expiration of either of the 120-day time periods set forth in clauses (B) and (C) above (either, a "Prescribed Time Period"), as the case may be, Penalty Interest shall be accrued on the Notes over and above the stated payment rates thereon at a rate of .50% per annum for the first 90 days immediately following either the 120^th day after the Closing Date or the expiration of the Prescribed Time Period, as the case may be, such Penalty Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;

(ii) if an Exchange Offer Registration Statement or a Shelf Registration Statement is filed pursuant to clause (i) of the preceding full paragraph and is not declared effective within either 180 days following the Closing Date or 60 days following the expiration of the Prescribed Time Period, as the case may be, then commencing on the 181^st day after either the Closing Date or the 61^st day following the expiration of the Prescribed Time Period, as the case may be, Penalty Interest shall be accrued on the Notes over and above the accrued stated payment rates thereon at a rate of .50% per annum for the first 90 days immediately following the 181^st day after either the Closing Date or the 61^st day after the expiration of the Prescribed Time Period, as the case may be, such Penalty Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and

(iii) if either (A) the Company and the Guarantors have not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to 210 days after the Closing Date, or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective prior to the end of the Effective Period, 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, then, subject to certain exceptions, Penalty Interest shall be accrued on the Notes over and above the stated payment rates at a rate of .50% per annum for the first 90 days immediately following the (x) the 211^th day after the Closing Date, in the case of (A) above or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, such Penalty Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;

provided, however, that the Penalty Interest rate on any of the applicable Notes may not exceed 1.5% per annum; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of (ii) above), or (3) upon the exchange of Exchange Securities for all Securities tendered into the Exchange Offer or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective prior to the end of the Effective Period (in the case of (iii) above), Penalty Interest as a result of such clause (i), (ii) or (iii) shall cease to accrue.

Any Penalty Interest due pursuant to clause (i), (ii) or (iii) above will be payable in cash on the various payment dates related to the Notes and, if any Penalty Interest has accrued and is owed at the time the Notes are to be exchanged for Exchange Notes, such Penalty Interest shall be paid in cash no later than the date of and prior to any such exchange. The Penalty Interest will be determined by multiplying the applicable Penalty Interest rate by the principal amount of the Notes multiplied by a fraction, the numerator of which is the number of days such Penalty Interest rate was applicable during such period, and the denominator of which is 360.

If the Company and the Guarantors effect the Exchange Offer, the Company and the Guarantors will be entitled to close the Exchange Offer provided that it has accepted all Registrable Securities theretofore validly tendered in accordance with the terms of the Exchange Offer. Registrable Securities not tendered in the Exchange Offer shall bear interest at the same rate as in effect at the time of issuance of the Registrable Securities.

(e) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company and the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will not be possible to measure damage for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's and the Guarantors' obligations under Section 2(a) and Section 2(b) hereof.

3. Registration Procedures.

In connection with the obligations of the Company and the Guarantors with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as promptly as practicable:

(a) prepare and file with the Commission a Registration Statement on the appropriate form under the Securities Act, which form shall (x) be selected by the Company and the Guarantors, (y) in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the

selling Holders thereof and (z) comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith or incorporated by reference therein, as the case may be, and use their best efforts to cause such Registration Statement to become effective and remain effective as promptly as practicable in accordance with Section 2 hereof;

(b) prepare and file with the Commission such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act or, in the case of a Shelf Registration, file, or cause to be filed, promptly all reports required to be filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act required to be incorporated by reference therein; and keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities to which such Shelf Registration Statement relates, to counsel for the Initial Purchasers and to counsel for the Holders, without charge, one conformed copy of the Shelf Registration Statement (and any post-effective amendment thereto) and exhibits thereto and as many copies of each Prospectus, including each preliminary Prospectus and any amendment or supplement thereto, reasonably requested to facilitate the public sale or other disposition of the Registrable Securities; and the Company's and the Guarantors' consent to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law;

(d) use their best efforts (i) to register or qualify the Registrable Securities under all applicable state securities or blue sky laws or such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the Commission, (ii) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration Statement is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Holder, agent or underwriter to complete its distribution of the Securities pursuant to such Registration Statement but in no event longer than two years and (iii) to cooperate with such Holders in connection with any filings required to be made with the NASD and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company and the Guarantors shall not be required to (A) qualify as foreign corporations or as dealers in securities in any jurisdiction where they would not otherwise be required to qualify but for this Section 3(d), (B) file any general consent to service of process or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject themselves to taxation in any such jurisdiction if they are not so subject;

(e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and for the Initial Purchasers (or, if applicable, separate counsel for the Holders) and, if requested by such Persons, confirm such advice in writing, (i) when the Shelf Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the Commission or any state securities authority for amendments and supplements to the Shelf Registration Statement and Prospectus or for additional

information after the Shelf Registration Statement has become effective, (iii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose, (iv) if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Shelf Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Shelf Registration Statement or document incorporated by reference therein in order to make the statements therein not misleading or which requires the making of any changes in the Prospectus or documents incorporated by reference therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (vi) of any determination by the Company and the Guarantors that a post-effective amendment to the Shelf Registration Statement would be appropriate;

(f) use their best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide prompt notice to each Holder of the withdrawal of any such order;

(g) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends (unless required by applicable securities laws) and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least two Business Days prior to the closing of any sale of Registrable Securities;

(h) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use their best efforts to prepare a supplement or post-effective amendment to the Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors agree to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Company and the Guarantors have amended or supplemented the Prospectus or any document incorporated by reference therein to correct such misstatement or omission;

(i) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document incorporated by reference therein, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, counsel for the Holders) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, counsel for the Holders) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, counsel for the Holders) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, counsel for the Holders) shall reasonably object promptly in light of the circumstances in which made;

(j) subject to clause (t) hereof, obtain a CUSIP number for all Exchange Securities or Registrable Securities (if applicable), as the case may be, not later than the Effective Time;

(k) cause the Indenture and the Guarantees to be qualified or to maintain their qualifications under the Trust Indenture Act in connection with the registration of the applicable Exchange Securities or applicable Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture and the Guarantees as may be required for the Indenture and the Guarantees to be so qualified or to maintain their qualifications in accordance with the terms of the Trust Indenture Act and execute, and use their best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable the Indenture and the Guarantees, as the case may be, to be so qualified in a timely manner or to maintain their qualifications;

(l) in the case of a Shelf Registration, make reasonably available for inspection by one representative of the Holders of the Registrable Securities, counsel for the Holders and accountants designated by the Holders and reasonably acceptable to the Company and the Guarantors, at reasonable times and in a reasonable manner and subject to the execution of customary confidentiality agreements, all financial and other records, pertinent documents and properties of the Company and the Guarantors, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested, and as is customary for similar due diligence examinations, by any such representative, attorney or accountant in connection with a Shelf Registration Statement;

(m) if requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly include in a Prospectus supplement or post-effective amendment or document incorporated by reference in such Prospectus such information with respect to such Holder as such Holder requests to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company and the Guarantors have received notification of the matters to be included in such filing; and

(n) in the case of a Shelf Registration or an Exchange Offer Registration, if the Initial Purchasers on behalf of the Holders shall so request, enter into such customary agreements and take all such other reasonable actions in connection therewith (including, those reasonably requested by counsel for the Holders) in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, (i) to the extent possible, make such representations and warranties to the Holders of such Registrable Securities with respect to the business of the Company, the Guarantors and their respective subsidiaries, the Registration Statement, the Prospectus and documents deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) use their best efforts to obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to counsel to the Holders) addressed to each selling Holder of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) use their best efforts to obtain "cold comfort" letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company, any Guarantor or any business acquired by the Company or Guarantor for which financial statements and financial data are or are required to be included or incorporated by reference in the Registration Statement) addressed to each selling Holder of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings and (iv) deliver such documents and certificates as may be reasonably requested by counsel for the Holders to evidence the continued validity of the representations and

warranties of the Company and the Guarantors made pursuant to clause (i) above and to evidence compliance with any customary conditions in an underwriting agreement.

In the case of a Shelf Registration Statement, the Company and the Guarantors may require each Holder of Registrable Securities to promptly furnish to the Company and the Guarantors such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing and the Company and the Guarantors may exclude from such registration the Registrable Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(e)(ii) through (v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Shelf Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(h) hereof, and, if so directed by the Company and the Guarantors, such Holder will deliver to the Company and the Guarantors (at its expense) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. Each Holder agrees to indemnify the Company, the Guarantors, the Initial Purchasers and the other selling Holders and each of their respective officers and directors who sign the Shelf Registration Statement and each Person, if any, who controls any such Person for any losses, claims, damages and liabilities caused by the failure of such Holder to discontinue disposition of Registrable Securities after receipt of the notice referred to in the preceding sentence or the failure of such Holder to comply with applicable prospectus delivery requirements with respect to any Prospectus (including, but not limited to, any amended or supplemented Prospectus) provided by the Company and the Guarantors for such use.

(o) comply, as to all matters within the Company's and the Guarantors' control, with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Registration Statement in accordance with the intended methods of disposition by the Holders thereof provided for in such Registration Statement;

(p) use their best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to be obtained by the Company and the Guarantors to effect the Shelf Registration or the offering or sale of Securities in connection therewith or to enable the selling Holder or Holders to offer, or to consummate the disposition of, their Registrable Securities;

(q) notify in writing each Holder of Registrable Securities of any proposal by the Company and the Guarantors to amend or waive any provision of this Agreement pursuant to Section 7(b) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(r) in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules and the By-Laws of the NASD or any successor thereto, as amended from time to time) thereof, whether as a Holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Rules and By-Laws, including by (A) if such Conduct Rules or By-Laws shall so require, permitting a "qualified independent underwriter" (as defined in such Conduct Rules or By-Laws (or any successor thereto)) to participate in the preparation of the Registration Statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and,

if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules or By-Laws of the NASD;

(s) make generally available to its security holders as soon as practicable but in any event not later than eighteen months after the effective date of such Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); and

(t) use their best efforts to ensure that the Exchange Securities issued pursuant to the Exchange Offer Registration Statement and/or the Registrable Securities registered on the Shelf Registration Statement are fungible with and exchangeable for (and have the same CUSIP number as) (i) the Company's outstanding $300 million aggregate principal amount of the 8% Senior Subordinated Notes due 2012, (ii) the $125 million aggregate principal amount of the Company's 8% Senior Subordinated Notes due 2012, upon the completion of the exchange offer of the $125 million aggregate principal amount of such notes issued on November 8, 2002 and (iii) the $125 million aggregate principal amount of the Company's 8% Senior Subordinated Notes due 2012, upon the completion of the exchange offer of the $125 million aggregate principal amount of such notes issued on December 31, 2002, including providing any such documentation or letter of representation or taking any such action as The Depository Trust Company may request in order to effectuate the foregoing.

4. Participation of Broker-Dealers in Exchange Offer.

(a) Each of the Company and the Guarantors understands that the staff of the Commission has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer.

Each of the Company and the Guarantors understands that it is the staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

(b) In light of the above, notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree: to cause the Exchange Offer Registration Statement to remain effective for a period of 120 days after the Offer Termination Date (or such earlier date as each Participating Broker-Dealer shall have notified the Company and the Guarantors in writing that such Participating Broker-Dealer has resold all such Exchange Securities received in the Exchange Offer) and shall amend or supplement the Prospectus or document incorporated by reference therein, as the case may be, contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(h) for such a period, and Participating Broker-Dealers shall not be authorized by the Company and the Guarantors to deliver and shall not

deliver such Prospectus after such period in connection with the resales contemplated by this Section 4.

(c) The Initial Purchasers shall have no liability to the Company, the Guarantors or any Holder for costs and expenses of the Exchange Offer Registration with respect to any request that they make pursuant to Section 4(b) above.

5. Indemnification and Contribution.

(a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless the Initial Purchasers, each Holder and each Person, if any who controls the Initial Purchasers or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (including the reasonable fees and expenses of counsel and other expenses in connection with investigating, defending or settling such action or claim) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the Securities Act (including all documents incorporated therein by reference) or arising out of or based upon any omissions or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company and the Guarantors shall have furnished any amendments or supplements thereto), or arising out of or based upon any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information furnished in writing to the Company and the Guarantors by or on behalf of any Holder expressly for use in connection therewith ("Holders' Information"); provided, however, that the indemnification contained in this paragraph (a) with respect to any preliminary Prospectus shall not inure to the benefit of the Holders (or to the benefit of any Person controlling any Holder) on account of any such loss, claim, damage, liability or expense arising from the sale of such Registrable Securities or Exchange Securities by the Holders to any Person if a copy of such preliminary Prospectus shall not have been delivered or sent to such Person at or prior to written confirmation of such sale, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in the preliminary Prospectus was corrected in the Prospectus; provided that the Company and the Guarantors have delivered the Prospectus to the Holders in requisite quantity on a timely basis to permit delivering and sending. The foregoing indemnity agreement shall be in addition to any liability which the Company and the Guarantors may otherwise have.

(b) If any action, suit or proceeding shall be brought against the Holders or any Person controlling the Holders in respect of which indemnity may be sought against the Company and the Guarantors, such Holders or such controlling Person shall promptly notify the parties against whom indemnification is being sought (the "indemnifying parties"), and such indemnifying parties shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. Such Holders or any such controlling Person shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Holders or such controlling Person unless (i) the indemnifying parties have agreed in writing to pay such fees and expenses, (ii) the indemnifying parties have failed to assume the defense and employ counsel, or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include

both such Holders or such controlling Person and the indemnifying parties and such Holders or such controlling Person shall have been advised by its counsel that representation of such indemnified party and any indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the indemnifying party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Holders or such controlling Person). It is understood, however, that the indemnifying parties shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for such Holders and controlling Persons not having actual or potential differing interests with such Holder or among themselves, which firm shall be designated in writing by J.P. Morgan Securities Inc., and that all such fees and expenses shall be reimbursed as they are incurred. The indemnifying parties shall not be liable for any settlement of any such action, suit or proceeding effected without their written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the indemnifying parties agree to indemnify and hold harmless any Holders, to the extent provided in the preceding paragraph, and any such controlling Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment.

(c) Each Holder agrees, severally and not jointly, to indemnify and hold harmless each of the Company, the Guarantors, each of their respective directors and officers, and any Person who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, to the same extent as the foregoing indemnity from the Company and the Guarantors to each Holder, but only with respect to the Holders' Information. If any action, suit or proceeding shall be brought against the Company, any of the Guarantors, any of their respective directors or officers, or any such controlling Persons based on any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto), and in respect of which indemnity may be sought against any Holder pursuant to this paragraph (c), such Holder shall have the rights and duties given to the Company and the Guarantors by paragraph (b) above (except that if the Company and the Guarantors shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Holder's expense), and the Company, the Guarantors, their respective directors and officers, and any such controlling Persons shall have the rights and duties given to the Holders by paragraph (b) above. The foregoing indemnity agreement shall be in addition to any liability which any Holders may otherwise have.

(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold an indemnified party under paragraphs (a) or (c) hereof harmless in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits of the Company and the Guarantors on the one hand, the Holders on another hand, and the Initial Purchasers on another hand, from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors on the one hand, the Holders on another hand, and the Initial Purchasers on another hand, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors from the offering of the Securities included in any Registration Statement shall in each case be deemed to include the proceeds received by the Company in connection with the offering of the Securities pursuant to the Purchase Agreement. The parties hereto agree that any underwriting discount or commission or reimbursement of fees paid to the Initial Purchasers pursuant to the Purchase Agreement shall not be deemed to be a benefit received by the Initial Purchasers in connection with the offering of the Securities included in any Registration Statement. The relative fault of the Company and the Guarantors on the one hand, the Holders on another hand, and the Initial Purchasers on another hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors on the one hand, by the Holders on another hand, and the Initial Purchasers on another hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Company, the Guarantors and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 5 are several in proportion to the aggregate principal amount of Securities purchased by such Holder and not joint.

(f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability or claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party.

(g) Any losses, claims, damages, liabilities or expenses (including counsel fees pursuant to paragraph (b) above) for which an indemnified party is entitled to indemnification or contribution under this Section 5 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Holder or any Person controlling any Holder, the Company's or any Guarantor's directors or officers or any Person controlling the Company or any Guarantor, (ii) acceptance of any Exchange Securities and (iii) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6. Underwritten Offerings; Rule 144.

(a) Selection of Underwriters. If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by the Holders of at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company.

(b) Participation by Holders. Each Holder of Registrable Securities hereby agrees with each other such Holder that no such Holder may participate in any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

(c) Rule 144. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

7. Miscellaneous.

(a) No Inconsistent Agreements. The Company and the Guarantors have not entered into, and on or after the date of this Agreement will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements.

(b) Entire Agreement; Amendments and Waivers. This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of the Majority Holders; provided, however, that no departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder.

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company and the Guarantors by means of a notice given in accordance with the provisions of this Section 7(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the Company or the Guarantors at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 7(c).

All such notices and communications shall be deemed to have been duly given at the time delivered, if personally delivered; five Business Days after being deposited in the mail, postage pre-paid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment or assumption, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement. If any transferees of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities, shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder (other than the Initial Purchasers) to comply with, or any breach by any Holder of, the obligations of such Holder under this Agreement.

(e) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, the Guarantors and the Initial Purchasers and shall have the right to enforce such agreements directly to the extent they deem such enforcement necessary or advisable to protect their rights hereunder.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. This Agreement shall be governed by laws of the State of New York.

(i) Severability. In the event that one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

		SINCLAIR BROADCAST GROUP, INC.
		By
			Name: David B. Amy Title: Executive Vice President and Chief Financial Officer
		GUARANTORS
		CHESAPEAKE TELEVISION, INC. KSMO, INC. WCGV, INC. SINCLAIR ACQUISITION IV, INC. WLFL, INC. SINCLAIR MEDIA I, INC. WSMH, INC. SINCLAIR MEDIA II, INC. WSTR LICENSEE, INC. WGME, INC. SINCLAIR MEDIA III, INC. WTTO, INC. WTVZ, INC. WYZZ, INC. KOCB, INC. KSMO LICENSEE, INC. WDKY, INC. WYZZ LICENSEE, INC. KLGT, INC. SINCLAIR TELEVISION COMPANY II, INC. SINCLAIR COMMUNICATIONS, INC. WSYX LICENSEE, INC. WGGB, INC. WTWC, INC. SINCLAIR COMMUNICATIONS II, INC. SINCLAIR HOLDINGS I, INC. SINCLAIR HOLDINGS II, INC. SINCLAIR HOLDINGS III, INC. SINCLAIR TELEVISION COMPANY, INC. SINCLAIR TELEVISION OF BUFFALO, INC. SINCLAIR TELEVISION OF CHARLESTON, INC. SINCLAIR TELEVISION OF NASHVILLE, INC.

		SINCLAIR TELEVISION OF NEVADA, INC. SINCLAIR TELEVISION OF TENNESSEE, INC. SINCLAIR TELEVISION LICENSE HOLDER, INC. SINCLAIR TELEVISION OF DAYTON, INC. SINCLAIR ACQUISITION VII, INC. SINCLAIR ACQUISITION VIII, INC. SINCLAIR ACQUISITION IX, INC. SINCLAIR ACQUISITION X, INC. SINCLAIR ACQUISITION XI, INC. SINCLAIR ACQUISITION XII, INC. MONTECITO BROADCASTING CORPORATION CHANNEL 33, INC. WNYO, INC. NEW YORK TELEVISION, INC. BIRMINGHAM (WABM-TV) LICENSEE, INC. RALEIGH (WRDC-TV) LICENSEE, INC. SAN ANTONIO (KRRT-TV) LICENSEE, INC. WVTV LICENSEE, INC. SINCLAIR ACQUISITION XIII, INC. SINCLAIR ACQUISITION XIV, INC. SINCLAIR ACQUISITION XV, INC. SINCLAIR TELEVISION GROUP, INC. SINCLAIR PROPERTIES, LLC SINCLAIR PROPERTIES II, LLC KBSI LICENSEE L.P. KETK LICENSEE L.P. WMMP LICENSEE L.P. WSYT LICENSEE L.P.
		By:	Sinclair Properties, LLC, General Partner
		WEMT LICENSEE L.P. WKEF LICENSEE L.P.
		By:	Sinclair Properties II, LLC, General Partner
		WGME LICENSEE, LLC
		By:	WGME, Inc., Member
		WICD LICENSEE, LLC WICS LICENSEE, LLC KGAN LICENSEE, LLC
		By:	Sinclair Acquisition IV, Inc., Member
		WSMH LICENSEE, LLC
		By:	WSMH, Inc., Member

		WPGH LICENSEE, LLC KDNL LICENSEE, LLC WCWB LICENSEE, LLC
		By:	Sinclair Media I, Inc., Member
		WTVZ LICENSEE, LLC
		By:	WTVZ, Inc., Member
		CHESAPEAKE TELEVISION LICENSEE, LLC KABB LICENSEE, LLC SCI - SACRAMENTO LICENSEE, LLC WLOS LICENSEE, LLC
		By:	Chesapeake Television, Inc., Member
		KLGT LICENSEE, LLC
		By:	KLGT, Inc., Member
		WCGV LICENSEE, LLC
		By:	WCGV, Inc., Member
		SCI - INDIANA LICENSEE, LLC KUPN LICENSEE, LLC WEAR LICENSEE, LLC
		By:	Sinclair Media II, Inc., Member
		WRDC, LLC WLFL LICENSEE, LLC
		By:	WLFL, Inc., Member
		WTTO LICENSEE, LLC
		By:	WTTO, Inc., Member
		WTWC LICENSEE, LLC
		By:	WTWC, Inc., Member
		WGGB LICENSEE, LLC
		By:	WGGB, Inc., Member
		KOCB LICENSEE, LLC
		By:	KOCB, Inc., Member
		KOKH, LLC WDKY LICENSEE, LLC
		By:	WDKY, Inc., Member

		KOKH LICENSEE, LLC
		By:	KOKH, LLC, Member of KOKH Licensee, LLC
		By:	WDKY, Inc., Member of KOKH, LLC
		WUPN LICENSEE, LLC WUTV LICENSEE, LLC WXLV LICENSEE, LLC
		By:	Sinclair Television of Buffalo, Inc., Member
		WUXP LICENSEE, LLC
		By:	Sinclair Television of Tennessee, Inc., Member
		WCHS LICENSEE, LLC
		By:	Sinclair Media III, Inc., Member
		SINCLAIR FINANCE HOLDINGS, LLC SINCLAIR FINANCE, LLC
		By:	KLGT, Inc., Member
		WZTV LICENSEE, LLC WVAH LICENSEE, LLC
		By:	Sinclair Television of Nashville, Inc., Member
		WMSN LICENSEE, LLC WUHF LICENSEE, LLC
		By:	Sinclair Television Company, Inc., Member
		WTAT LICENSEE, LLC WRLH LICENSEE, LLC
		By:	Sinclair Television of Charleston, Inc., Member
		WRGT LICENSEE, LLC
		By:	Sinclair Television of Dayton, Inc., Member
		SINCLAIR NEWSCENTRAL, LLC
		By:	Sinclair Communications, Inc., Member
		SINCLAIR COMMUNICATIONS, LLC SINCLAIR PROGRAMMING COMPANY, LLC
		By:	Sinclair Broadcast Group, Inc., Member
		By:
			David B. Amy, in each case, as Secretary or Manager, as the case may be

Confirmed as of the date first above mentioned.
J.P. MORGAN SECURITIES INC. DEUTSCHE BANK SECURITIES INC. WACHOVIA SECURITIES, INC. BEAR, STEARNS & CO. INC. UBS WARBURG LLC
By:	J.P. Morgan Securities Inc.
By:
	Name: Title:

SCHEDULE I

GUARANTORS

Chesapeake Television, Inc., a Maryland corporation,
KSMO, Inc., a Maryland corporation,
WCGV, Inc., a Maryland corporation,
Sinclair Acquisition IV, Inc., a Maryland corporation,
WLFL, Inc., a Maryland corporation,
Sinclair Media I, Inc., a Maryland corporation,
WSMH, Inc., a Maryland corporation,
Sinclair Media II, Inc., a Maryland corporation,
WSTR Licensee, Inc., a Maryland corporation,
WGME, Inc., a Maryland corporation,
Sinclair Media III, Inc., a Maryland corporation,
WTTO, Inc., a Maryland corporation,
WTVZ, Inc., a Maryland corporation,
WYZZ, Inc., a Maryland corporation,
Sinclair Acquisition XIII, Inc., a Maryland corporation,
Sinclair Acquisition XIV, Inc., a Maryland corporation,
Sinclair Acquisition XV, Inc., a Maryland corporation,
KOCB, Inc., an Oklahoma corporation,
KSMO Licensee, Inc., a Delaware corporation,
WDKY, Inc., a Delaware corporation,
WYZZ Licensee, Inc., a Delaware corporation,
KLGT, Inc., a Minnesota corporation,
Sinclair Television Company II, Inc., a Delaware corporation,
Sinclair Communications, Inc., a Maryland corporation,
WSYX Licensee, Inc., a Maryland corporation,
WGGB, Inc., a Maryland corporation,
WTWC, Inc., a Maryland corporation,
Sinclair Communications II, Inc., a Delaware corporation,
Sinclair Holdings I, Inc., a Virginia corporation,
Sinclair Holdings II, Inc., a Virginia corporation,
Sinclair Holdings III, Inc., a Virginia corporation,
Sinclair Television Company, Inc., a Delaware corporation,
Sinclair Television of Buffalo, Inc., a Delaware corporation,
Sinclair Television of Charleston, Inc., a Delaware corporation,
Sinclair Television of Nashville, Inc., a Tennessee corporation,
Sinclair Television of Nevada, Inc., a Nevada corporation,
Sinclair Television of Tennessee, Inc., a Delaware corporation,
Sinclair Television of License Holder, Inc., a Nevada corporation,
Sinclair Television of Dayton, Inc., a Delaware corporation,
Sinclair Acquisition VII, Inc., a Maryland corporation,
Sinclair Acquisition VIII, Inc., a Maryland corporation,
Sinclair Acquisition IX, Inc., a Maryland corporation,
Sinclair Acquisition X, Inc., a Maryland corporation,
Sinclair Acquisition XI, Inc., a Maryland corporation,
Sinclair Acquisition XII, Inc., a Delaware corporation,
Montecito Broadcasting Corporation, a Delaware corporation,
Channel 33, Inc., a Nevada corporation,
WNYO, Inc., a Delaware corporation,

I-1

New York Television, Inc., a Maryland corporation,
Sinclair Properties, LLC, a Virginia limited liability company,
Sinclair Properties II, LLC, a Virginia limited liability company,
KBSI Licensee L.P., a Virginia limited partnership,
KETK Licensee L.P., a Virginia limited partnership,
WMMP Licensee L.P., a Virginia limited partnership,
WSYT Licensee L.P., a Virginia limited partnership,
WEMT Licensee L.P., a Virginia limited partnership,
WKEF Licensee L.P., a Virginia limited partnership,
WGME Licensee, LLC, a Maryland limited liability company,
WICD Licensee, LLC, a Maryland limited liability company,
WICS Licensee, LLC, a Maryland limited liability company,
KGAN Licensee, LLC, a Maryland limited liability company,
WSMH Licensee, LLC, a Maryland limited liability company,
WPGH Licensee, LLC, a Maryland limited liability company,
KDNL Licensee, LLC, a Maryland limited liability company,
WCWB Licensee, LLC, a Maryland limited liability company,
WTVZ Licensee, LLC, a Maryland limited liability company,
Chesapeake Television Licensee, LLC, a Maryland limited liability company,
KABB Licensee, LLC, a Maryland limited liability company,
SCI-Sacramento Licensee, LLC, a Maryland limited liability company,
WLOS Licensee, LLC, a Maryland limited liability company,
KLGT Licensee, LLC, a Maryland limited liability company,
WCGV Licensee, LLC, a Maryland limited liability company,
SCI-Indiana Licensee, LLC, a Maryland limited liability company,
KUPN Licensee, LLC, a Maryland limited liability company,
WEAR Licensee, LLC, a Maryland limited liability company,
WLFL Licensee, LLC, a Maryland limited liability company,
WTTO Licensee, LLC, a Maryland limited liability company,
WTWC Licensee, LLC, a Maryland limited liability company,
WGGB Licensee, LLC, a Maryland limited liability company,
KOCB Licensee, LLC, a Maryland limited liability company,
WDKY Licensee, LLC, a Maryland limited liability company,
KOKH Licensee, LLC, a Maryland limited liability company,
WUPN Licensee, LLC, a Maryland limited liability company,
WUXP Licensee, LLC, a Maryland limited liability company,
WCHS Licensee, LLC, a Maryland limited liability company,
Sinclair NewsCentral LLC, a Maryland limited liability company,
Sinclair Finance, LLC, a Minnesota limited liability company,
Birmingham (WABM-TV) Licensee, Inc., a Maryland corporation,
Raleigh (WRDC-TV) Licensee, Inc., a Maryland corporation,
San Antonio (KRRT-TV) Licensee, Inc., a Maryland corporation,
WVTV Licensee, Inc., a Maryland corporation,
WUHF Licensee, LLC, a Nevada limited liability company,
WMSN Licensee, LLC, a Nevada limited liability company,
WRLH Licensee, LLC, a Nevada limited liability company,
WUTV Licensee, LLC, a Nevada limited liability company,
WXLV Licensee, LLC, a Nevada limited liability company,
WZTV Licensee, LLC, a Nevada limited liability company,
WTAT Licensee, LLC, a Nevada limited liability company,
WVAH, Licensee, LLC, a Nevada limited liability company,

I-2

WRGT Licensee, LLC, a Nevada limited liability company,
KOKH, LLC, a Nevada limited liability company,
WRDC, LLC, a Nevada limited liability company,
Sinclair Television Group, Inc., a Maryland corporation,
Sinclair Communications, LLC, a Maryland limited liability company,
Sinclair Finance Holdings, LLC, a Minnesota limited liability company and
Sinclair Programming Company, LLC, a Maryland limited liability company.

I-3

SINCLAIR BROADCAST GROUP, INC.,

THE GUARANTORS NAMED HEREIN, AND

J.P. MORGAN SECURITIES INC.
DEUTSCHE BANK SECURITIES INC.
WACHOVIA SECURITIES, INC.
BEAR, STEARNS & CO. INC.
UBS WARBURG LLC

REGISTRATION RIGHTS AGREEMENT

Dated May 29, 2003

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Exhibit 4.14

REGISTRATION RIGHTS AGREEMENT
SCHEDULE I GUARANTORS
EX-4.15 13 a2114395zex-4_15.htm EXHIBIT 4.15
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Exhibit 4.15

REGISTRATION RIGHTS AGREEMENT

between

SINCLAIR BROADCAST GROUP, INC.

and

BEAR, STEARNS & CO. INC.,

UBS WARBURG LLC,

J.P. MORGAN SECURITIES INC.,

DEUTSCHE BANK SECURITIES INC.

and

WACHOVIA SECURITIES, INC.

Dated as of May 20, 2003

This REGISTRATION RIGHTS AGREEMENT, dated as of May 20, 2003, is between SINCLAIR BROADCAST GROUP, INC., a Maryland corporation (together with any successor entity, herein referred to as the "Issuer"), and BEAR, STEARNS & CO. INC., UBS WARBURG LLC, J.P. MORGAN SECURITIES INC., DEUTSCHE BANK SECURITIES INC. and WACHOVIA SECURITIES, INC. (collectively, the "Initial Purchasers").

Pursuant to the Purchase Agreement, dated May 14, 2003, between the Issuer and the Initial Purchasers (the "Purchase Agreement"), the Initial Purchasers have agreed to purchase from the Issuer $125,000,000 aggregate principal amount at maturity of Convertible Subordinated Notes due 2018 (the "Firm Notes") and have the option to purchase, solely for the purpose of covering over-allotments in connection with the sale of the Firm Notes, up to an additional $25,000,000 aggregate principal amount at maturity of the Issuer's Convertible Subordinated Notes due 2018 (the "Optional Notes" and, together with the Firm Notes, the "Convertible Notes"). The Convertible Notes will be convertible into fully paid, nonassessable class A common stock, par value $0.01 per share, of the Issuer (the "Common Stock") on the terms, and subject to the conditions, set forth in the Indenture (as defined herein). To induce the Initial Purchasers to purchase the Convertible Notes, and in satisfaction of a condition to the Initial Purchasers' obligations under the Purchase Agreement, the Issuer has agreed to provide the registration rights set forth in this Agreement.

The Company agrees with the Initial Purchasers (i) for their benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to time of the Convertible Notes and the beneficial owners from time to time of the Common Stock issued upon conversion of the Convertible Notes (each of the foregoing a "Holder"), as follows:

1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

"Additional Interest": As defined in Section 3(a) hereof.

"Additional Interest Payment Date": Each interest payment date with respect to the Convertible Notes and each January 15 and July 15 in the case of the Common Stock.

"Advice": As defined in Section 4(c)(ii) hereof.

"Affiliate": With respect to any specified Person, means an "Affiliate," as defined in Rule 144 under the Securities Act, of such Person.

"Agreement": This Registration Rights Agreement, as it may be amended from time to time in accordance with the terms hereof.

"Blue Sky Application": As defined in Section 6(a)(i) hereof.

"Broker-Dealer": Any broker or dealer registered under the Exchange Act.

"Business Day": Each day of the year other than a Saturday or Sunday or other day on which banking institutions in the City of New York are required or authorized by law or regulation to close.

"Closing Date": The date of this Agreement.

"Commission": The United States Securities and Exchange Commission.

"Common Stock": The shares of class A common stock, par value $0.01 per share, of the Issuer and any other shares of capital stock that may constitute "Common Stock" for purposes of the Indenture.

"Control": With respect to a Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

"Convertible Notes": As defined in the preamble hereto, including both the $125,000,000 aggregate principal amount at issuance of the Firm Notes and up to $25,000,000 aggregate principal amount at

issuance of the Optional Notes which the Initial Purchasers may purchase if they elect to exercise their overallotment option.

"Effectiveness Period": As defined in Section 2(a)(iii) hereof.

"Effectiveness Target Date": As defined in Section 2(a)(ii) hereof.

"Exchange Act": The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Holder": A Person who owns, beneficially or otherwise, Registrable Securities.

"Indemnified Party": As defined in Section 6(a) hereof.

"Indenture": The Indenture, dated as of May 20, 2003, between the Issuer and Wachovia Bank, National Association (formerly First Union National Bank), as trustee (the "Trustee"), pursuant to which the Convertible Notes are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.

"Initial Purchasers": As defined in the preamble hereto.

"Issuer": As defined in the preamble hereto.

"Majority of Holders": Holders holding over 50% of the aggregate principal amount at issuance of Convertible Notes outstanding; provided that, for purposes of this definition, a Holder of shares of Common Stock that constitute Registrable Securities and that were issued upon conversion of the Convertible Notes shall be deemed to hold an aggregate principal amount of Convertible Notes (in addition to the principal amount at issuance of Convertible Notes held by such Holder) equal to the product of (x) the number of such shares of Common Stock held by such Holder and (y) the prevailing conversion price, such prevailing conversion price determined by dividing $1,000 by the prevailing Conversion Rate as determined in accordance with the Indenture.

"NASD": National Association of Securities Dealers, Inc.

"Person": An individual, partnership, corporation, unincorporated organization, trust, joint venture or a government or agency or political subdivision thereof.

"Prospectus": The prospectus included in a Shelf Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 415 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all materials incorporated by reference or deemed to be incorporated by reference into such Prospectus.

"Questionnaire Deadline": As defined in Section 2(b) hereof.

"Record Holder": With respect to any Additional Interest Payment Date, each Person who is a Holder on the record date with respect to the interest payment date on which such Additional Interest Payment Date shall occur. In the case of a Holder of shares of Common Stock issued upon conversion of the Convertible Notes, "Record Holder" shall mean each Person who is a Holder of shares of Common Stock that constitute Registrable Securities on the January 1 or July 1 immediately preceding the Additional Interest Payment Date.

"Registrable Securities": Each Convertible Note and each share of Common Stock issued upon conversion of Convertible Notes, and any securities into or for which such Common Stock has been converted, and any security issued with respect thereto upon any stock dividend, split or similar event, until, in the case of any such security, (A) the earliest of (i) its effective registration under the Securities Act and resale in accordance with the Registration Statement covering it, (ii) expiration of

the holding period that would be applicable thereto under Rule 144(k) under the Securities Act were it not held by an Affiliate of the Issuer, (iii) its sale to the public pursuant to Rule 144 under the Securities Act and (iv) the date that is two years after the later of the original issuance of the Convertible Notes and the last date that the Issuer or any of its Affiliates was the owner of any such Convertible Notes (or any predecessor thereto), and (B) as a result of the event or circumstance described in any of the foregoing clauses (i) through (iv), the legends with respect to transfer restrictions required under the Indenture are removed or removable in accordance with the terms of the Indenture or such legend, as the case may be.

"Registration Default": As defined in Section 3(a)(iii) hereof.

"Registration Statement": Means any registration statement of the Issuer that covers any of the Registrable Securities pursuant to the provisions of this Agreement including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement.

"Sale Notice": As defined in Section 4(e) hereof.

"Securities Act": The Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder.

"Shelf Filing Deadline": As defined in Section 2(a)(i) hereof.

"Shelf Registration Statement": As defined in Section 2(a)(i) hereof.

"Suspension Period": As defined in Section 4(b)(i) hereof.

"TIA": The Trust Indenture Act of 1939, as in effect on the date the Indenture is qualified under that Act.

"Underwriting Majority": On any date, Holders holding at least 66²/3% of the aggregate principal amount of the Registrable Securities outstanding on such date; provided, that for the purpose of this definition, a holder of shares of Common Stock that constitute Registrable Securities and issued upon conversion of Convertible Notes shall be deemed to hold an aggregate principal amount of Registrable Securities (in addition to the principal amount of Convertible Notes held by such holder) equal to (x) the number of such shares of Common Stock that are Registrable Securities held by such holder multiplied by (y) the then applicable conversion price which shall be determined by dividing $1,000 by the prevailing Conversion Rate as determined in the Indenture.

"Underwritten Registration" or "Underwritten Offering": Any transaction in which the Issuer sells securities pursuant to an effective Registration Statement in an underwritten public offering.

2. Shelf Registration.

(a) The Issuer shall:

(i) as soon as practicable but not later than 120 days after the date hereof (the "Shelf Filing Deadline"), cause to be filed with the Commission a registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"), which Shelf Registration Statement shall provide for resales from time to time of all Registrable Securities held by the Holders thereof;

(ii) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission as promptly as is practicable but in any event no later than 210 days after the date hereof (the "Effectiveness Target Date"); and

(iii) subject to Section 4(b)(i) hereof, use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of

Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Registrable Securities entitled to the benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time for a period (the "Effectiveness Period") ending on the earliest of:

(1) two years after the later of the last date of original issuance of any of the Convertible Notes and the date on which we or any of our Affiliates owned any of the Convertible Notes;

(2) the date on which Holders of Registrable Securities are able to sell all of the Registrable Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act;

(3) the date when all of the Registrable Securities of those Holders that have provided the information required pursuant to the terms of Section 2(b) hereof are registered under the Shelf Registration Statement and disposed of in accordance with the terms of the Shelf Registration Statement; and

(4) the date when all of the Registrable Securities of those Holders that have provided the information required pursuant to the terms of Section 2(b) hereof have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise).

(b) No Holder of Registrable Securities may include any of its Registrable Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Issuer in writing, prior to or on the 30th Business Day after receipt of a request therefor (the "Questionnaire Deadline"), such information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. In connection with all such requests for information from Holders of Registrable Securities, the Issuer shall notify such Holders of the requirements set forth in the preceding sentence. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make information previously furnished to the Issuer by such Holder not materially misleading. Each Holder that delivers the required information to the Issuer on a timely basis shall be entitled to have its Registrable Securities included in the Shelf Registration Statement.

3. Additional Interest.

(a) If:

(i) the Shelf Registration Statement has not been filed with the Commission prior to or on the Shelf Filing Deadline,

(ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date,

(iii) subject to the provisions of Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period and after the Effectiveness Target Date, shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) or fail to be usable for its intended purpose for a period of time (including any Suspension Period) that shall exceed 30 days in the aggregate in any 3-month period or 60 days in the aggregate in any 365-day period (each such event referred to in foregoing clauses (i) through (iii), a "Registration Default"),

then the Issuer hereby agrees to pay additional interest ("Additional Interest") to each Holder from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured in an amount equal to:

(A) with respect to such Holder's Convertible Notes, for the first 90-day period during which a Registration Default shall have occurred and be continuing but excluding the day on which all Registration Defaults have been cured, an amount equal to 0.25% per annum on the applicable principal amount of such Holder's then outstanding and not converted Convertible Notes, increasing to an amount per annum on the applicable principal amount of such Holder's then outstanding and not converted Convertible Notes equal to 0.50% on the 91st day, provided that in no event shall the aggregate Additional Interest pursuant to this clause accrue at a rate per annum exceeding 0.50% of the sum of the applicable principal amount of the then outstanding Convertible Notes;

(B) with respect to such Holder's Common Stock issued upon conversion of Convertible Notes for the first 90-day period during which a Registration Default shall have occurred and be continuing but excluding the day on which all Registration Defaults have been cured, an amount equal to 0.25% per annum on the applicable principal amount of such Holder's converted Convertible Notes, increasing to an amount per annum on the applicable principal amount of such Holder's converted Convertible Notes equal to 0.50% on the 91st day, provided that in no event shall the aggregate Additional Interest pursuant to this clause accrue at a rate per annum exceeding 0.50% of the sum of the applicable principal amount of the then converted Convertible Notes;

provided that for purposes of this section the term "applicable principal amount" means, as of any date of determination, with respect to each $1,000 principal amount at issuance of Convertible Notes, the Accreted Principal Price (as defined in the Indenture) with respect to such Convertible Notes through the date of determination.

(b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Issuer on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check; provided that any Additional Interest accrued with respect to any Registrable Securities or portion thereof called for redemption on a redemption date or converted into Common Stock on a conversion date prior to the Additional Interest Payment Date shall, in any such event, be paid instead to the Holder who submitted such Convertible Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversions). Following the cure of all Registration Defaults relating to any particular Convertible Note or share of Common Stock, the accrual of Additional Interest with respect to such Convertible Note or share of Common Stock will cease. `

The Trustee shall be entitled, on behalf of Holders of Convertible Notes, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Interest. All obligations of the Issuer set forth in this Section 3 that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in full. The parties hereto agree that the Additional Interest provided for in this section constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.

4. Registration Procedures.

(a) In connection with the Shelf Registration Statement, the Issuer shall prepare and file with the Commission a Shelf Registration Statement on Form S-1 or Form S-3 or on any other

appropriate form under the Securities Act permitting registration of the Registrable Securities for resale by the Holders thereof in accordance with the reasonable methods of distribution elected by them, and use its best efforts to cause such Shelf Registration Statement to become effective and remain effective as provided herein. At the time the Shelf Registration Statement is declared effective, each Holder shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law.

(b) In connection with the Shelf Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Registrable Securities, the Issuer shall:

(i) Subject to any notice by the Issuer in accordance with this Section 4(b) of the existence of any fact or event of the kind described in Section 4(b)(iii)(D), use its reasonable best efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period; upon the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not be effective and usable for resale of Registrable Securities during the Effectiveness Period, the Issuer shall file promptly an appropriate amendment to the Shelf Registration Statement, a prospectus supplement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its reasonable best efforts to cause such amendment to be declared effective and the Shelf Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter. Notwithstanding the foregoing, the Issuer may, by written notice to the Holders, suspend the Holders' use of the Prospectus for a period not to exceed an aggregate of 30 days in any three-month period (each such period, a "Suspension Period") if:

(x) an event occurs and is continuing as a result of which the Shelf Registration Statement would, in the Issuer's reasonable judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and

(y) the Issuer reasonably determines in good faith that the disclosure of such event at such time would have a material adverse effect on the business of the Issuer (and its subsidiaries, if any, taken as a whole);

provided, that the Suspension Periods shall not exceed an aggregate of 60 days in any 365-day period. The Effectiveness Period shall be extended by the number of days beginning on the date the Issuer gives the Holders notice of the Suspension Period to and including the date on which the Holders receive copies of the supplemented or amended Prospectus or the date on which the Holders are advised in writing by the Issuer that the Prospectus may be used. Each Holder, by its acceptance of a Registrable Security, agrees to hold in confidence any communication by the Issuer relating to an event described in Section 4(b)(i)(x) and (y) or Section 4(b)(iii)(D).

(ii) Prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Registrable Securities covered by such Shelf Registration

Statement; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement or supplement to the Prospectus.

(iii) As promptly as practicable give notice to the Initial Purchasers, the Holders, counsel for the Holders and for the Initial Purchasers (or, if applicable, separate counsel for the Holders), and any underwriters and, if requested by such Persons, confirm such advice in writing:

(A) when the Shelf Registration Statement, Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective,

(B) of any request by the Commission or any other federal or state governmental authority for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto,

(C) of the issuance by the Commission or any other federal or state authority of any stop order suspending the effectiveness of the Shelf Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, or

(D) of the existence of any fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement or the Prospectus in order to make the statements therein not misleading.

If at any time the Commission shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or Blue Sky laws, or the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Issuer shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities. If a subsequent Shelf Registration Statement is filed, the Issuer shall use its best efforts to cause such Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Shelf Registration Statement continuously effective until the end of the Effectiveness Period.

(iv) Furnish to the Initial Purchasers, counsel for the Initial Purchasers, one counsel for the selling Holders and each of the underwriter(s), if any, before filing with the Commission, a copy of the Shelf Registration Statement and copies of any Prospectus included therein or any amendments or supplements to either of the Shelf Registration Statement or Prospectus (other than documents incorporated by reference after the initial filing of the Shelf Registration Statement), which documents will be subject to the review of such persons, counsel and underwriter(s), if any, for a period of two Business Days, and the Issuer will not

file the Shelf Registration Statement or Prospectus or any amendment or supplement to the Shelf Registration Statement or Prospectus (other than documents incorporated by reference) to which such counsel or the underwriter(s), if any, shall reasonably object within two Business Days after the receipt thereof. Such counsel or underwriter, if any, shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission.

(v) Subject to the execution of a confidentiality agreement reasonably acceptable to the Issuer, make available at reasonable times for inspection by one or more representatives of the selling Holders, designated in writing by a Majority of Holders whose Registrable Securities are included in the Shelf Registration Statement, any underwriter, if any, participating in any distribution pursuant to the Shelf Registration Statement, and any attorney or accountant retained by the Majority of Holders or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Issuer as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the Issuer's officers, directors, managers and employees to supply all information reasonably requested by any such representative or representatives of the selling Holders, underwriter, attorney or accountant in connection with the Shelf Registration Statement; provided, however, that any information designated by the Issuer as confidential at the time of delivery of such information shall be kept confidential by the recipient thereof.

(vi) If requested by the Initial Purchasers or their counsel, any Holder or the underwriter(s), if any, incorporate in the Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Initial Purchasers, counsel, Holder or underwriter(s), if any, may reasonably request to have included therein, including, without limitation: (1) the name and identity of the Holder, the number or amount of Securities held, and information relating to the "Plan of Distribution" of the Registrable Securities, (2) information with respect to the principal amount of Convertible Notes or number of shares of Common Stock being sold, (3) the purchase price being paid therefor and (4) any other terms of the offering of the Registrable Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after the Issuer is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment.

(vii) As promptly as practicable furnish to each selling Holder, the Initial Purchasers and their counsel, and each of the underwriter(s), if any, without charge, at least one copy of the Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto (and any documents incorporated by reference therein or exhibits thereto (or exhibits incorporated in such exhibits by reference) as such Person may request in writing).

(viii) Deliver to each selling Holder, the Initial Purchasers and their counsel, and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; subject to any notice by the Issuer in accordance with this Section 4(b) of the existence of any fact or event of the kind described in Section 4(b)(iii)(D), the Issuer hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto.

(ix) If an underwriting agreement is entered into and the registration is an Underwritten Registration, the Issuer shall:

(A) upon request, furnish to each selling Holder and each underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of closing of any sale of Registrable Securities in an Underwritten Registration:

(1) a certificate, dated the date of such closing, signed by (y) the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (z) the Chief Financial Officer of the Issuer confirming, as of the date thereof, such matters as such parties may reasonably request;

(2) opinions, each dated the date of such closing, of counsel to the Issuer covering such matters as are customarily covered in legal opinions to underwriters in connection with primary underwritten offerings of securities; and

(3) customary comfort letters, dated the date of such closing, from the Issuer's independent accountants (and from any other accountants whose report is contained or incorporated by reference in the Shelf Registration Statement), in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with primary underwritten offerings of securities;

(B) set forth in full in the underwriting agreement, if any, indemnification provisions and procedures which provide rights no less protective than those set forth in Section 6 hereof with respect to all parties to be indemnified; and

(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the selling Holders pursuant to this clause (ix).

(x) Before any public offering of Registrable Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Registrable Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Shelf Registration Statement; provided, however, that the Issuer shall not be required (A) to register or qualify as a foreign corporation or a dealer of securities where it is not now so qualified or to take any action that would subject it to the service of process in any jurisdiction where it is not now so subject or (B) to subject itself to taxation in any such jurisdiction if it is not now so subject.

(xi) Cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends (unless required by applicable securities laws); and enable such Registrable Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may reasonably request at least two Business Days before any sale of Registrable Securities.

(xii) Use its reasonable best efforts to cause the Registrable Securities covered by the Shelf Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Registrable Securities, subject to the proviso in clause (x) above.

(xiii) Subject to Section 4(b)(i) hereof, if any fact or event contemplated by Section 4(b)(iii)(D) hereof shall exist or have occurred, use its reasonable best efforts to prepare a supplement or post-effective amendment to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(xiv) Provide CUSIP numbers for all Registrable Securities not later than the effective date of the Shelf Registration Statement and provide the Trustee under the Indenture with certificates for the Convertible Notes that are in a form eligible for deposit with The Depository Trust Company.

(xv) Cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter that is required to be retained in accordance with the rules and regulations of the NASD.

(xvi) Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act and make generally available to its security holders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder no later than 45 days after the end of any 12 month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Issuer commencing after the effective date of a Shelf Registration Statement, which statements shall c over said 12-month periods.

(xvii) Cause the Indenture to be qualified under the TIA not later than the effective date of the Shelf Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the holders of Convertible Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its reasonable best efforts to cause the Trustee thereunder to execute all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

(xviii) Cause all Registrable Securities covered by the Shelf Registration Statement to be listed or quoted, as the case may be, on each securities exchange or automated quotation system on which securities issued by the Issuer of the same series are then listed or quoted.

(xix) Provide promptly to each Holder upon written request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act after the effective date of the Shelf Registration Statement, unless such documents are available from EDGAR.

(xx) If requested by the underwriters in an Underwritten Offering, make appropriate officers of the Issuer reasonably available to the underwriters for meetings with prospective purchasers of the Registrable Securities and prepare and present to potential investors customary "road show" material in a manner consistent with other new issuances of other securities similar to the Registrable Securities.

(xxi) Enter into such customary agreements and take all such other necessary actions in connection therewith (including those requested by the holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate disposition of such Registrable Securities.

(xxii) Upon the filing of the Shelf Registration Statement and the effectiveness of the Shelf Registration Statement, announce the same by issuing a news release to Reuters Economic Services and Bloomberg Business News.

(c) Each Holder agrees by acquisition of a Registrable Security that, upon receipt of any notice from the Issuer of the existence of any fact of the kind described in Section 4(b)(iii)(D) hereof, such Holder will, and will use its reasonable best efforts to cause any underwriter(s) in an Underwritten Offering to, forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until:

(i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 4(b)(xiii) hereof; or

(ii) such Holder is advised in writing (the "Advice") by the Issuer that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.

If so directed by the Issuer, each Holder will deliver to the Issuer (at the Issuer's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities that was current at the time of receipt of such notice of suspension.

(d) The Issuer is required to send a questionnaire in the form attached hereto as Annex A to each Holder of Registrable Securities at least 30 Business Days before the Shelf Registration Statement is declared effective. Each Holder who intends to be named as a selling Holder in the Shelf Registration Statement shall furnish to the Issuer in writing, within 30 Business Days after receipt of a request therefor as set forth in a questionnaire in the form attached hereto as Annex A, such information regarding such Holder and the proposed distribution by such Holder of its Registrable Securities as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Holders that do not complete the questionnaire and deliver it to the Issuer shall not be named as selling securityholders in the Prospectus or preliminary Prospectus included in the Shelf Registration Statement and therefore shall not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement, so long as the Issuer has diligently requested such information from such Holder and such Holder has had adequate time to respond to the Issuer's request. Each Holder who intends to be named as a selling Holder in the Shelf Registration Statement shall promptly furnish to the Issuer in writing all information required to be disclosed in order to make information previously furnished to the Issuer by such Holder not materially misleading and such other information as the Issuer may from time to time reasonably request in writing.

(e) Upon the effectiveness of the Shelf Registration Statement, each Holder shall notify the Issuer at least three Business Days prior to any intended distribution of Registrable Securities pursuant to the Shelf Registration Statement (a "Sale Notice"), which notice shall be effective for five Business Days. Each Holder of this Security, by accepting the same, agrees to hold any communication by the Issuer in response to a Sale Notice in confidence.

5. Registration Expenses.

(a) All expenses incident to the Issuer's performance of or compliance with this Agreement shall be borne by the Issuer regardless of whether a Shelf Registration Statement becomes effective, including, without limitation:

(i) all registration and filing fees and expenses (including without limitation fees and expenses with respect to filings required to be made with the National Association of Securities Dealers, Inc.);

(ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws (including without limitation reasonable fees and disbursements of counsel for the Holders in connection with blue sky qualifications of the Registrable Securities);

(iii) all expenses of printing (including printing of Prospectuses and certificates for the Common Stock to be issued upon conversion of the Convertible Notes), messenger and delivery services, and telephone;

(iv) all reasonable fees and disbursements of counsel to the Issuer and, subject to Section 5(b) below, the Holders of Registrable Securities;

(v) fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock;

(vi) all application and filing fees in connection with listing (or authorizing for quotation) the Common Stock on a national securities exchange or automated quotation system pursuant to the requirements hereof; and

(vii) all fees and disbursements of independent certified public accountants of the Issuer (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Issuer shall bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuer.

(b) In connection with the Shelf Registration Statement required by this Agreement, the Issuer shall reimburse the Initial Purchasers and the Holders of Registrable Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, which shall be Fried, Frank, Harris, Shriver & Jacobson or such other counsel chosen by a Majority of Holders for whose benefit the Shelf Registration Statement is being prepared and is reasonably acceptable to the Issuer. The Issuer shall not be required to pay any underwriter discount, commission or similar fees related to the sale of the Securities.

6. Indemnification and Contribution.

(a) The Issuer shall indemnify and hold harmless each Holder, their directors, officers, employees, representatives, agents and each person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an "Indemnified Party"), from and against any loss, claim, damage, expense or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, expense, liability or action relating to resales of the Registrable Securities), to which such Indemnified Party may become subject, under the Securities Act or otherwise, insofar as any such loss, claim, damage, expense, liability or action arises out of, or is based upon:

(i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Shelf Registration Statement or Prospectus or any amendment or supplement thereto or any preliminary prospectus or (B) any blue sky application or other document or any amendment or supplement thereto prepared or executed by the Issuer (or based upon written information furnished by or on behalf of the Issuer expressly for use in such blue sky application or other document or amendment on supplement) filed in any jurisdiction specifically for the purpose of qualifying any or all of the Registrable Securities under the securities law of any state or other jurisdiction (such application or document being hereinafter called a "Blue Sky Application"); or

(ii) the omission or alleged omission to state in the Shelf Registration Statement or amendment thereto any material fact required to be stated therein or necessary to make the statements therein not misleading, or the omission or alleged omission to state in the Prospectus or any amendment or supplement thereto or any preliminary prospectus any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,

and shall reimburse each Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Issuer shall not be liable to an Indemnified Party in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Indemnified Party specifically for use therein; provided, further, that as to any preliminary Prospectus, this indemnity agreement shall not inure to the benefit of any Indemnified Party or any officer, employee, representative, agent, director or controlling person of that Indemnified Party on account of any loss, claim, damage, expense, liability or action arising from the sale of the Registrable Securities sold pursuant to the Shelf Registration Statement to any person by such Indemnified Party if (i) that Indemnified Party failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act and (ii) the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such preliminary Prospectus was corrected in the Prospectus or a supplement or amendment thereto, as the case may be, unless in each case, such failure resulted from noncompliance by the Issuer with Section 4. The foregoing indemnity agreement is in addition to any liability that the Issuer may otherwise have to any Indemnified Party.

(b) Each Holder, severally and not jointly, shall indemnify and hold harmless the Issuer, its directors, officers, employees, representatives, agents and each person, if any, who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage, expense or liability, joint or several, or any action in respect thereof, to which the Issuer or any such officer, employee, representative, agent or controlling person may become subject, insofar as any such loss, claim, damage, expense, liability or action arises out of, or is based upon:

(i) any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or Prospectus or any amendment or supplement thereto or any Blue Sky Application; or

(ii) the omission or the alleged omission to state in the Shelf Registration Statement any material fact required to be stated therein or necessary to make the statements therein not misleading, or the omission or alleged omission to state in the Prospectus any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,

but in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Holder (or its related Indemnified Party) specifically for use therein, and shall reimburse the Issuer and any such director, officer, employee, representative, agent or controlling person promptly upon demand for any

legal or other expenses reasonably incurred by the Issuer or any such officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability that any Holder may otherwise have to the Issuer and any such director, officer, employee or controlling person. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under this Section 6 except to the extent it has been materially prejudiced by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and its respective directors, employees, officers and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party under this Section 6 if (1) employment of such counsel has been authorized in writing by the indemnifying party, or (2) such indemnifying party shall not have employed counsel to have charge of the defense of such proceeding within 30 days of the receipt of notice thereof, or (3) such indemnified party shall have reasonably concluded that the representation of such indemnified party and those directors, employees, officers and controlling persons by the same counsel representing the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them or where there may be one or more defenses available to them that are different from, additional to or in conflict with those available to the indemnifying party, and in any such event ((1), (2) or (3)) the fees and expenses of such separate counsel shall be paid by the indemnifying party as incurred. It is understood that the indemnifying party shall not be liable for the fees and expenses of more than one separate firm (in addition to local counsel in each jurisdiction) for all indemnified parties in connection with any proceeding or related proceedings. No indemnifying party shall:

(i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld) effect any settlement of any pending or threatened action in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party, or

(ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss of liability by reason of such settlement or judgment in accordance with this Section 6.

(d) If the indemnification provided for in this Section 6 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages, expenses or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the registration of the Registrable Securities pursuant to the Shelf Registration, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). The Issuer and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to herein. Notwithstanding any other provision of this Section 6(d), the Holders of the Registrable Securities shall not be required to contribute any amount in excess of the amount by which the gross proceeds received by such Holders from the sale of the Registrable Securities pursuant to the Shelf Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Issuer within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Issuer. The Holders' respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Registration Statement and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(e) If at any time an indemnified party shall have requested an indemnifying party to reimburse such indemnified party for fees and expenses of counsel as contemplated herein, then such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have

reimbursed such indemnified party in accordance with such request prior to the date of such settlement, and (iii) such indemnified party shall have given such indemnifying party at least 30 days' prior notice of its intention to settle.

(f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Initial Purchaser, any Holder or any person controlling any Initial Purchaser or any Holder, or by or on behalf of the Issuer, its officers or directors or any person controlling the Issuer, and (iii) any sale of Registrable Securities pursuant to the Shelf Registration Statement.

7. Information Requirements.

The Issuer covenants that, if at any time before the end of the Effectiveness Period it is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder of Registrable Securities and take such further action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation, making such representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Actwithin the limitations of the exemptions provided by Rule 144, Rule 144A, Regulation S and Regulation D under the Securities Act and customarily taken in connection with sales pursuant to such exemptions.

In addition, in the event the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer hereby agrees with each Holder, for so long as any Registrable Securities remain outstanding, to make available to any Holder or beneficial owner of Registrable Securities in connection with any sale thereof and any prospective purchaser of such Registrable Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Registrable Securities pursuant to Rule 144A.

The Issuer shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-1 or Form S-3, as the case may be, in order to allow the Issuer to be eligible to file registration statements on Form S-1 or Form S-3.

8. Underwritten Registrations.

(a) The Underwriting Majority may sell its Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement only with the Issuer's consent, which consent may not be unreasonably withheld, delayed or conditioned.

(b) Participation of Holders. No Holder may participate in any Underwritten Registration hereunder unless such Holder:

(i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements; and

(ii) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents reasonably required under the terms of such underwriting arrangements.

(c) Selection of Underwriters. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by a Majority of Holders whose Registrable Securities are included in such Underwriting Offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Issuer.

9. Miscellaneous.

(a) Remedies. The Issuer acknowledges and agrees that any failure by the Issuer to comply with its obligations under Section 2 hereof may result in material irreparable injury to the Initial

Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuer's obligations under Section 2 hereof. The Issuer further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Issuer is not a party to, as of the date hereof, and will not enter into, on or after the date of this Agreement, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. In addition, the Issuer shall not grant to any of its security holders (other than the holders of Registrable Securities in such capacity) the right to include any of its securities in the Shelf Registration Statement provided for in this Agreement other than the Registrable Securities. The Issuer has not previously entered into any agreement (which has not expired or been terminated) granting any registration rights with respect to its securities to any Person, which rights conflict with the provisions hereof.

(c) Adjustments Affecting Registrable Securities. The Issuer shall not, directly or indirectly, take any action with respect to the Registrable Securities as a class that would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

(d) Amendments and Waivers. This Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of a Majority of Holders; provided, however, that no amendment, modification, supplement, waiver or consent to or departure from the provisions of Section 6 that materially and adversely affects a Holder hereof shall be effective as against any such Holder of Registrable Securities unless consented to in writing by such Holder; provided, further, that with respect to any matter that directly or indirectly adversely affects the rights of any Initial Purchaser hereunder, the Issuer shall obtain the written consent of each such Initial Purchaser against which such amendment, modification, supplement, waiver or consent is to be effective.

(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the registrar under the Indenture or the transfer agent of the Common Stock, as the case may be; and

(ii) if to the Issuer:

Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
Fax No.: (410) 568-1591
Attention: Chief Financial Officer

With a copy to:

Thomas & Libowitz
100 Light Street, Suite 1100
Baltimore, Maryland 21202
Fax No.: (410) 752-2046
Attention: C. Wayne Davis

Wilmer Cutler & Pickering
100 Light Street, 13th Floor
Baltimore, Maryland 21202
Fax No.: (410) 986-2828
Attention: Jay Watkins & Roger Patterson

(iii) if to the Initial Purchasers:

c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Fax No.: (212) 272-3092
Attention: Convertible Capital Markets

c/o UBS Warburg LLC, New York
Convertible Bonds Desk (for notice)
299 Park Avenue
New York, New York 10171
Fax No.: (212) 713-3460, and

UBS Warburg LLC Legal and
Compliance Department (for information
purposes only)
677 Washington Boulevard
Stamford, CT 06901

With a copy to:

Fried, Frank, Harris, Shriver & Jacobson
1 New York Plaza
New York, New York 10004
Fax No.: (212) 859-4000
Attention: Valerie Ford Jacob

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

A document or notice shall be deemed to have been furnished to the Holders of the Registrable Securities if it is provided to the registered holders of the Registrable Securities at the address set forth in clause (i) above.

(f) Successors and Assigns. Any person who purchases any Registrable Securities from the Initial Purchasers or any Holder shall be deemed, for purposes of this Agreement, to be an assignee of the Initial Purchasers or such Holder, as the case may be. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Registrable Securities; provided, however, that (i) nothing contained herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture and (ii) this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such

successor or assign acquired Registrable Securities from such Holder. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Issuer with respect to any failure by a Holder to comply with, or breach by any Holder of, any of the obligations of such Holder under this Agreement.

(g) Purchases and Sales of Convertible Notes. The Issuer shall not, and shall use its reasonable best efforts to cause its affiliates (as defined in Rule 405 under the Securities Act) within its Control not to, resell or otherwise transfer any Convertible Notes acquired by the Company or such affiliates, except pursuant to an effective registration statement under the Securities Act or an exemption therefrom.

(h) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Issuer and the Initial Purchasers, and such Initial Purchasers shall have the right to enforce such agreements directly to the extent they deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

(i) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(j) Securities Held by the Issuer or Their Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Issuer or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(l) Governing Law. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(m) Consent to Jurisdiction. Each party irrevocably agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the "Specified Courts"), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a "Related Judgment"), as to which such Jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. The parties further agree that service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any lawsuit, action or other proceeding brought in any such court. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in the Specified Courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

(n) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and

enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby, and the parties hereto shall use I ts best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

(o) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuer with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[Signature page to follow]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

		Very truly yours,
		SINCLAIR BROADCAST GROUP, INC.
		By:
			Name: Title:

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.

		BEAR, STEARNS & CO. INC., on behalf of the Initial Purchasers
		By:
			Name: Title:
		UBS WARBURG LLC, on behalf of the Initial Purchasers
		By:
			Name: Title:
		By:
			Name: Title:

ANNEX A

Sinclair Broadcast Group, Inc.
Notice of Registration Statement
and Selling Securityholder Election and Questionnaire

Notice

Sinclair Broadcast Group, Inc. (the "Company") has filed, or intends shortly to file, with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 or such other Form as may be available (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Company's Convertible Subordinated Notes due 2018 (CUSIP No. ) (the "Notes"), and class A common stock, par value $0.01 per share, issuable upon conversion and thereof (the "Shares" and together with the Notes, the "Transfer Restricted Securities") in accordance with the terms of the Registration Rights Agreement, dated as of May , 2003 (the "Registration Rights Agreement") between the Company and Bear, Stearns & Co. Inc., UBS Warburg LLC, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and Wachovia Securities, Inc. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meaning ascribed thereto in the Registration Rights Agreement.

To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a selling securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Election and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 30th business day from the receipt hereof (the "Election and Questionnaire Deadline"). Beneficial Owners that do not complete and return this Election and Questionnaire prior to the Election and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and therefore will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related Prospectus.

A-1

ELECTION

The undersigned holder (the "Selling Securityholder") of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3). The undersigned, by signing and returning this Election and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Election and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Company's directors, the Company's officers, employees, representatives and agents and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Election and Questionnaire.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

1.: (a) Full Legal Name of Selling Securityholder:

(b) Full legal name of registered holder (if not the same as (a) above) through which Transfer Restricted Securities listed in (3) below are held:

(c) Full legal name of DTC participant (if applicable and if not the same as (b) above) through which Transfer Restricted Securities listed in (3) are held:

2.: Address for notices to Selling Securityholders:

A-2

Telephone: ________________________________ Fax: ________________________________

Contact Person:______________________________________________________________

3.: Beneficial ownership of Transfer Restricted Securities:

(a) Type of Transfer Restricted Securities beneficially owned, and principal amount of Notes or Number of shares of Common Stock, as the case may be, beneficially owned:

(b) CUSIP No(s). of such Transfer Restricted Securities beneficially owned:

4.: Beneficial ownership of the Company's securities owned by the Selling Securityholder:

EXCEPT AS SET FORTH BELOW IN THIS ITEM (4), THE UNDERSIGNED IS NOT THE BENEFICIAL OR REGISTERED OWNER OF ANY SECURITIES OF THE COMPANY OTHER THAN THE TRANSFER RESTRICTED SECURITIES LISTED ABOVE IN ITEM (3) ("Other Securities").

(a) Type and amount of Other Securities beneficially owned by the Selling Securityholder:

(b) CUSIP No(s). of such Other Securities beneficially owned:

5.: Relationship with the Company

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or their predecessors or affiliates) during the past three years.

State any exceptions here:

6.: Plan of Distribution:

Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all). Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions):

(i) on any national securities exchange or quotation service on which the Transfer Restricted Securities may be listed or quoted at the time of sale;

(ii) in the over-the-counter market;

(iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

(iv) through the writing of options.

In connection with sales of the Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the

A-3

Transfer Restricted Securities and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. State any exceptions here:

Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior agreement of the Company.

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees it will comply, with the provisions of the prospectus delivery and other provisions of the Securities Act and Exchange Act and the respective rules and regulations promulgated thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement.

If the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item 3 above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Election and Questionnaire and the Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related Prospectus.

In accordance with the Selling Securityholder's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below.

Once this Election and Questionnaire is executed by the Selling Securityholders and received by the Company, the terms of this Election and Questionnaire and the representations and warranties contained herein shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Securityholder with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item 3 above. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Election and Questionnaire to be executed and delivered either in person or by its authorized agent.

Dated:	Beneficial Owner
	By:
		Name: Title:

Please return the completed and executed Election and Questionnaire for receipt PRIOR TO OR ON THE 30TH BUSINESS DAY FROM RECEIPT HEREOF to Sinclair Broadcast Group, Inc. at:

Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
Attention: Chief Financial Officer

A-4

Exhibit 1 To Annex A

Notice To Transfer Pursuant
To Registration Statement

Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030

Wachovia Bank, National Association
Corporate Trust Department VA 9646
1021 East Cary Street, 3^rd Floor
Richmond, Virginia 23219

Re:: Sinclair Broadcast Group, Inc.'s
Convertible Subordinated Notes due 2018 (the "Notes")

Dear Sirs:

Please be advised that has transferred $ aggregate principal amount of the above-referenced Notes or shares of the Company's Common Stock issued on conversion or repurchase of Notes, pursuant to the Registration Statement on Form S-3 (File No. 333- ) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied with respect to the transfer described above and that the above named beneficial owner of the Notes or Common Stock is named as a selling securityholder in the Prospectus dated , or in amendments or supplements thereto, and that the aggregate principal amount of the Notes or number of shares of Common Stock transferred are [all or a portion of] the Notes or Common Stock listed in such Prospectus, as amended or supplemented, opposite such owner's name.

	Very truly yours,
	[name]
	By:
		(Authorized signature)
Dated:_____________________________

A-5

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ANNEX A Sinclair Broadcast Group, Inc. Notice of Registration Statement and Selling Securityholder Election and Questionnaire Notice
Exhibit 1 To Annex A Notice To Transfer Pursuant To Registration Statement
EX-5.1 14 a2114395zex-5_1.htm EXHIBIT 5.1
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Exhibit 5.1

[WILMER, CUTLER & PICKERING LETTERHEAD]

July 31, 2003

Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030

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 $100,000,000 principal amount of its outstanding 8% Senior Subordinated Notes due 2012 (the "Old Notes") for a like principal amount of the Company's 8% Senior Subordinated Notes due 2012 that have been registered under the Securities Act (the "New Notes") and the related 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 March 14, 2002, as supplemented by the First Supplemental Indenture dated as of July 26, 2002, the Second Supplemental Indenture dated as of November 8, 2002, the Third Supplemental Indenture dated as of January 17, 2003, the Fourth Supplemental Indenture dated as of May 9, 2003 and the Fifth Supplemental Indenture dated as of July 17, 2003 (the "Indenture"), by and among the Company, the Guarantors and Wachovia Bank, National Association (formerly known as First Union National Bank), 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 May 29, 2003 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 board of directors and the Guarantors' boards of directors, general partners or managing members, as the case may be, 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).

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, general partners or managing members, as the case may be, 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 set forth in the Indenture, 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.

We express no opinions concerning (i) the validity or enforceability of any provisions contained in the Indenture that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law or (ii) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to any and all references to our firm under the caption "Legal Matters" in the Prospectus included as part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

In rendering the foregoing opinion, we do not express an opinion concerning any laws other than the laws of the State of New York, the general corporate law of the State of Maryland and the federal laws of the United States of America.

	Very truly yours,
	WILMER, CUTLER & PICKERING
	By:	/s/ JOHN B. WATKINS John B. Watkins, a partner

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Exhibit 5.1

EX-12 15 a2114395zex-12.htm EXHIBIT 12
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Exhibit 12

SBG
Computation of Ratio of Earnings to Fixed Charges

	3 months ended 3/31/2003			3 months ended 3/31/2002			2002			2001			2000			1999			1998
Income (loss) before provision (benefit) for income taxes from continuing operations		(3,991	)		(1,304	)		(10,143	)		(187,345	)		(34,476	)		(21,542	)		(16,701	)
Fixed Charges		29,802			33,589			126,500			143,574			152,219			181,569			141,704

Earnings available for fixed charges and preferred stock dividends		25,811			32,285			116,357			(43,771	)		117,743			160,027			125,003
Fixed Charges		29,802			33,589			126,500			143,574			152,219			181,569			141,704

Excess of earnings over fixed charges	$	(3,991	)	$	(1,304	)	$	(10,143	)	$	(187,345	)	$	(34,476	)	$	(21,542	)	$	(16,701	)

Ratio of earnings to fixed charges		—			—			—			—			—			—			—
Combined Fixed Charges and Preferred Stock Dividends		33,783			37,570			142,423			159,497			169,341			198,691			158,826
Excess of Fixed Charges over Earnings		7,972			5,285			26,066			203,268			51,598			38,664			33,823
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends		—			—			—			—			—			—			—

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Exhibit 12

SBG Computation of Ratio of Earnings to Fixed Charges
EX-23.1 16 a2114395zex-23_1.htm EXHIBIT 23.1
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Exhibit 23.1

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4) and related Prospectus of Sinclair Broadcast Group, Inc. for the registration of $100,000,000 of 8% Senior Subordinated Notes due 2012 and to the incorporation by reference therein of our report dated February 10, 2003, with respect to the consolidated financial statements and schedules of Sinclair Broadcast Group, Inc. included in its Annual Report (Form 10-K/A) for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

Baltimore, Maryland
July 31, 2003

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Exhibit 23.1

Consent of Independent Auditors
EX-25 17 a2114395zex-25.htm EXHIBIT 25
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Exhibit 25

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

WACHOVIA BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)

22-1147033
(I.R.S. Employer Identification No.)

301 S. COLLEGE STREET, CHARLOTTE, NORTH CAROLINA
(Address of Principal Executive Offices)

28288-0630
(Zip Code)

WACHOVIA BANK, NATIONAL ASSOCIATION
1021 E. CARY STREET
RICHMOND, VA 23219
ATTENTION: CORPORATE TRUST ADMINISTRATION
(804) 697-7123
(Name, address and telephone number of Agent for Service)

SINCLAIR BROADCAST GROUP, INC.
(Exact Name of Obligor as Specified in its Charter)

MARYLAND
(State or other jurisdiction of Incorporation or Organization)

52-1494600
(I.R.S. Employer Identification No.)

10706 BEAVER DAM ROAD
HUNT VALLEY, MD
(Address of Principal Executive Offices)

21030
(Zip Code)

8% SENIOR SUBORDINATED NOTES DUE 2012
(Title of Indenture Securities)

1. General information.

Furnish the following information as to the trustee:

a): Name and address of each examining or supervisory authority to which it is subject:
Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219

Federal Reserve Bank
Richmond, Virginia 23219

Federal Deposit Insurance Corporation
Washington, D.C. 20429

b): Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

3. Voting securities of the trustee.

Furnish the following information as to each class of voting securities of the trustee:

Not applicable—see answer to Item 13.

4. Trusteeships under other indentures.

If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information:

a)
Title of the securities outstanding under each such other indenture.

8³/4% Senior Subordinated Notes due 2011
8.00% Senior Subordinated Notes due 2012
Convertible Senior Subordinated Notes due 2018

(b)
A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture.

The indenture securities are not in default. The indenture securities rank equal to the securities named in Item 4(a).

5. Interlocking directorates and similar relationships with the obligor or underwriters.

If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection.

Not applicable—see answer to Item 13.

6. Voting securities of the trustee owned by the obligor or its officials.

Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor:

Not applicable—see answer to Item 13.

7. Voting securities of the trustee owned by underwriters or their officials.

Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter:

Not applicable—see answer to Item 13.

8. Securities of the obligor owned or held by the trustee.

Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee:

Not applicable—see answer to Item 13.

9. Securities of underwriters owned or held by the trustee.

If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so 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.

If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting stock of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person:

Not applicable—see answer to Item 13.

11. Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor.

If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee:

Not applicable—see answer to Item 13.

12. Indebtedness of the obligor to the trustee.

Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information:

Not applicable—see answer to Item 13.

13. Defaults by the obligor.

a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.

None.

b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.

None

14. Affiliations with the underwriters.

If any underwriter is an affiliate of the trustee, describe each such affiliation.

Not applicable—see answer to Item 13.

15. Foreign trustee.

Identify the order or rule pursuant to which the trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act.

Not applicable—trustee is a national banking association organized under the laws of the United States.

16. List of Exhibits.

List below all exhibits filed as part of this statement of eligibility.

1. Copy of Articles of Association of the trustee as now in effect.*

2. Copy of the Certificate of the Comptroller of the Currency dated March 27, 2002, evidencing the authority of the trustee to transact business.*

3. Copy of the Certification of Fiduciary Powers of the trustee by the Office of the Comptroller of the Currency dated March 27, 2002.*

4. Copy of existing by-laws of the trustee.*

5. Copy of each indenture referred to in Item 4, if the obligor is in default.
-Not Applicable.

X 6. Consent of the trustee required by Section 321(b) of the Act.

7. Copy of the latest report of condition of the trustee published pursuant to the law or the requirements of its supervising or examining authority. **

8. Copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act.
Not Applicable

9. Consent to service of process required of foreign trustees pursuant to Rule 10a-4 under the Act.
Not Applicable

*Previously filed with the Securities and Exchange Commission on April 9, 2002 as an Exhibit to Form T-1 in connection with Registration Statement File No. 333-85902 and is incorporated by reference herein.

**This report is available over the Internet at the website of the Federal Deposit Insurance Corporation and this report as therein contained is incorporated herein by reference. This website is located at http://www3.fdic.gov/idasp/main.asp. Once at that address, type in "Wachovia Bank, National Association" at the field entitled "Institution Name", then click on the "Find" field above where the name of the bank has been typed in, then click on the certificate number for Wachovia Corporation (33869), then click on the "Generate Report" field.

NOTE

The trustee disclaims responsibility for the accuracy or completeness of information contained in this Statement of Eligibility and Qualification not known to the trustee and not obtainable by it through reasonable investigation and as to which information it has obtained from the obligor and has had to rely or will obtain from the principal underwriters and will have to rely.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wachovia Bank, National Association, a national banking 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 the Commonwealth of Virginia, on the 24th day of July, 2003.

	WACHOVIA BANK, NATIONAL ASSOCIATION

	By:	/s/ LEE B. BEDELL Lee B. Bedell Vice President

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of Sinclair Broadcast Group, Inc., 8% Senior Subordinated Notes due 2012, Wachovia Bank, National Association, hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

	WACHOVIA BANK, NATIONAL ASSOCIATION

	By:	/s/ LEE B. BEDELL Lee B. Bedell Vice President

Richmond, Virginia

July 24, 2003

QuickLinks

Exhibit 25

SIGNATURE
CONSENT OF THE TRUSTEE
EX-99.1 18 a2114395zex-99_1.htm EXHIBIT 99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

SINCLAIR BROADCAST GROUP, INC.

Offer for All Outstanding
8% Senior Subordinated Notes due 2012
In Exchange For

8% Senior Subordinated Notes due 2012
That Have Been Registered Under the Securities Act of 1933

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003 UNLESS THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION DATE").

The exchange agent for the exchange offer is:

WACHOVIA BANK, NATIONAL ASSOCIATION
(FORMERLY FIRST UNION NATIONAL BANK)

By Hand Delivery, Overnight Courier or Registered/Certified Mail:		*By Facsimile Transmission:*
Wachovia Bank, National Association c/o Wachovia Customer Information Center 1525 West W.T. Harris Boulevard Charlotte, N.C. 28262 Attn: Reorganization Department, 3C3-NC 1153		704-590-7628 To Confirm by Telephone or for Information: 704-590-7413 (Marsha Rice)

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

This letter of transmittal is to be completed by holders of outstanding 8% senior subordinated notes due 2012 (the "original notes") if: (i) certificates representing original notes are to be physically delivered to the exchange agent herewith by such holders, (ii) the exchange of original notes is to be made by book-entry transfer to the exchange agent's account at The Depository Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange Offer—Procedures for Tendering Original Notes" in the prospectus by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of original notes, unless an agent's message is delivered in connection with such book-entry transfer, or (iii) the exchange of original notes is to be made according to the guaranteed delivery procedures set forth in the prospectus under the caption "The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery."

Please list below the original 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 8% SENIOR SUBORDINATED NOTES DUE 2012 TENDERED

Name(s) and address(es) of registered holder(s), exactly as name(s) appear(s) on certificate(s) (please fill in, if blank)	Certificate number(s)*	Cusip number	Aggregate principal amount of notes delivered	Aggregate principal amount of original notes tendered 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 original notes delivered to the exchange agent. All original notes delivered shall be deemed tendered unless a lesser number is specified in this column. All tenders must be in multiples of $1,000 of principal amount.

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.

The exchange offer is made upon the terms and subject to the conditions set forth in the prospectus and herein. Holders should carefully review the information set forth in the prospectus and in this letter of transmittal.

The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer.

The instructions included with this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus should be directed to Wachovia Bank, National Association (formerly First Union National Bank), the exchange agent for the exchange offer at the address and telephone number set forth on the front page of this letter of transmittal. See Instruction 9 below.

Holders that are exchanging by book-entry transfer to the exchange agent's account at DTC can execute the exchange through the DTC Automated Tender Offer Program ("ATOP"), for which the transaction will be eligible. DTC participants that are accepting the exchange offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the exchange agent's DTC account. DTC will then send an agent's message to the exchange agent for its acceptance. DTC participants may also accept the exchange offer by submitting a notice of guaranteed delivery through ATOP.

If a holder desires to exchange original notes pursuant to the exchange offer and: (i) certificates for such original notes are not immediately available, (ii) the letter of transmittal, the original notes or any other documents required by this letter of transmittal cannot be delivered to the exchange agent before the expiration date, or (iii) the procedures for book-entry transfer cannot be completed on or before the expiration date, such holder may nevertheless exchange such original notes with the effect that such exchange will be deemed to have been received before the expiration date. Holders may effect such an exchange of original notes in accordance with the guaranteed delivery procedures set forth in the prospectus under the caption "The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery." See Instruction 1 below.

The exchange offer is not being made to, nor will tenders of original notes be accepted from or on behalf of holders in any jurisdiction in which the exchange offer would not be in compliance with the laws of that jurisdiction.

TENDER OF ORIGINAL NOTES
o	CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.
o	CHECK HERE IF TENDERED ORIGINAL 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:
o	CHECK HERE IF TENDERED ORIGINAL 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 holder(s):
	Window ticket number (if any):
	Date of execution of notice of guaranteed delivery:
	Name of eligible institution that guaranteed delivery:

o	CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED THE ORIGINAL 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 EXCHANGE OFFER 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:

Ladies and Gentlemen:

The undersigned hereby tenders to Sinclair Broadcast Group, Inc., a Maryland corporation (the "Company"), the above-described aggregate principal amount of the Company's 8% senior subordinated notes due 2012 (the "original notes") in exchange for a like aggregate principal amount of the Company's 8% senior subordinated notes due 2012 (the "exchange notes"), which have been registered under the Securities Act of 1933, upon the terms and subject to the conditions set forth in the prospectus dated , 2003 (as the same may be amended or supplemented from time to time, the "prospectus"), receipt of which is acknowledged, and this letter of transmittal (which, together with the prospectus, constitutes the "exchange offer").

Subject to and effective upon the acceptance for exchange of all or any portion of the original 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 original 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 the Company in connection with the exchange offer) with respect to the tendered original 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 original notes 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 exchange notes to be issued in exchange for such original notes, (ii) present certificates for such original notes for transfer, and to transfer the original 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 original notes, all in accordance with the terms and conditions of the exchange offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign and transfer the original 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 original 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 original notes tendered hereby.

The name(s) and address(es) of the registered holder(s) of the original notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates (or, in the case of book-entry securities, on the relevant security position listing) representing such original notes. The certificate number(s) and the principal amount of original notes that the undersigned wishes to tender should be indicated in the appropriate boxes above unless the original notes are being tendered by book-entry or in accordance with DTC's Automated Tender Offer Program ("ATOP") procedures.

If any tendered original notes are not exchanged pursuant to the exchange offer for any reason, or if certificates are submitted for more original notes than are tendered or accepted for exchange, certificates for such nonexchanged or nontendered original notes will be returned (or, in the case of original notes tendered by book-entry transfer, such original 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 original notes pursuant to any one of the procedures described in "The Exchange Offer—Procedures for Tendering Original Notes" in the prospectus or in the instructions hereto will, upon the Company's acceptance for exchange of such tendered original notes, constitute a binding agreement between the undersigned and the Company 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 original notes tendered hereby.

Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the exchange notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of original notes, that such exchange notes be credited to the account indicated above maintained at DTC. If applicable, substitute certificates representing original notes not tendered or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of original 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 the exchange notes be delivered to the undersigned at the address shown below the undersigned's signature.

By tendering original 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 exchange 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 original notes or exchange 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 exchange notes. By tendering original notes pursuant to the exchange offer and executing this letter of transmittal, a holder of original 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 to third parties, that (a) such original notes held by the broker-dealer are held only as a nominee, or (b) such original 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 exchange 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 dated as of May 29, 2003, 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 exchange notes received in exchange for original notes where such original 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 registration rights agreements) or, if earlier, when all such exchange notes have been disposed of by such participating broker-dealer. In that regard, each broker-dealer who acquired original notes for its own account as a result of market-making or other trading activities (a "participating broker-dealer"), by tendering such original 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 agreements, such participating broker-dealer will suspend the sale of exchange 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 exchange notes may be resumed, as the case may be, if the Company or the trust gives such notice to suspend the sale of the exchange 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 exchange 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 exchange notes or to and including the date on which the Company has given notice that the sale of exchange notes may be resumed, as the case may be.

Holders of exchange notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the original notes or, if no interest has been paid, from the date of issuance of the original notes. Such interest will be paid with the first interest payment on the exchange notes on September 15, 2003. Interest on the original notes accepted for exchange will cease to accrue upon issuance of the exchange notes. Interest on the exchange notes is payable semi-annually on each September 15 and March 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. Except as stated in the prospectus, this tender is irrevocable.

Please be advised that the Company is registering the exchange 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 exchange 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 exchange notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the exchange 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 exchange 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 exchange notes should be covered by an

effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 11)

To be completed ONLY if exchange notes or any original notes delivered but not tendered for exchange are to be delivered to someone other than the registered holder of the original notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Issue: o Exchange notes and/or

o Original notes delivered but not tendered for exchange

Name(s):

(Please Print)
Address:



(Please include zip code)

Telephone Number with Area Code

Taxpayer Identification Number
Credit nonexchanged original notes by book-entry to the account maintained at DTC set forth below.

DTC Account Number:
Number of Account Party:
Dated:

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5, 6 and 11)

To be completed ONLY if exchange notes or any original notes delivered but not tendered for exchange are to be issued in the name of someone other than the registered holder of the original notes whose name(s) appear(s) above.

Issue: o Exchange notes and/or

o Original notes delivered but not tendered for exchange

Name(s):

(Please Print)
Address:



(Please include zip code)

Telephone Number with Area Code

Taxpayer Identification Number

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 certificates for the original notes 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 original notes). If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer or a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signer's full title. See Instruction 5.

X
X	(Signature(s) of holder(s) or authorized signatory)

Date:
Name(s):
(Please print)
Capacity:
Address:
(Please include zip code)

Telephone No. (with area code):
Taxpayer Identification No:

GUARANTEE OF SIGNATURES
(See Instructions 2 and 5 below)
Certain signatures must be guaranteed by an eligible institution.

(Authorized signature)

(Name)

(Capacity (full title))

(Name of eligible institution guaranteeing signature)

(Address of firm—please include zip code)

(Telephone no. (with area code) of firm)

Date:

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of Letter of Transmittal and Original Notes; 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 Original Notes" in the prospectus. Certificates, or timely confirmation of a book-entry transfer of such original 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 before the expiration date set forth in the exchange offer (the "expiration date").

Holders who wish to tender their original notes and (i) whose certificates representing their original notes are not immediately available, (ii) this letter of transmittal, the original notes or any other documents required by this letter of transmittal cannot be delivered to the exchange agent before the expiration date, or (iii) the procedures for book-entry transfer cannot be completed on or before the expiration date, may tender their original 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 Original Notes—Guaranteed Delivery" in the prospectus. Pursuant to such procedures: (x) such tender must be made by or through an eligible institution (as defined below); (y) 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 (z) the certificates (or a book-entry confirmation (as defined in the prospectus)) representing all tendered original 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 business days after the date of delivery of such notice of guaranteed delivery, all as provided in "The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery" in the prospectus.

The notice of guaranteed delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission to the exchange agent, and must include a guarantee by an eligible institution in the form set forth in such notice. For original notes to be properly tendered pursuant to the guaranteed delivery procedure, the exchange agent must receive a notice of guaranteed delivery on or before 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 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 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 original notes, this letter of transmittal and all other required documents is at the election 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 or hand delivery service is recommended. In all cases, allow sufficient time to assure timely delivery.

The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by executing 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 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 original notes) of original 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 original 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 8% Senior Subordinated Notes Due 2012 Tendered" is inadequate, the certificate number(s) and/or the aggregate principal amount of original notes and any other required information should be listed on a separate signed schedule that is attached to this letter of transmittal.

4. Partial Tenders and Withdrawal Rights. If less than all the original notes evidenced by any certificate submitted are to be tendered, fill in the aggregate principal amount of original notes that are to be tendered in the box entitled "Aggregate Principal Amount of Original Notes Tendered for Exchange." In such case, new certificates(s) for the remainder of the original notes that were evidenced by the old certificate(s) will be sent to the holder of the original notes (or such other party as you identify in the box captioned "Special Delivery Instructions") promptly after the expiration date. All original 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 original notes may be withdrawn at any time on or before the expiration date. In order for a withdrawal to be effective, a written or facsimile transmission of such notice of withdrawal must be timely received by the exchange agent at its address set forth above on or before the expiration date. Any such notice of withdrawal must specify the name of the person who tendered the original notes to be withdrawn, the aggregate principal amount of original notes to be withdrawn and (if certificates for original notes have been tendered) the name of the registered holder of the original notes as set forth on the certificate for the original notes, if different from that of the person that tendered such original notes. If certificates for the original notes have been delivered or otherwise identified to the exchange agent, then prior to the physical release of such certificates for the original notes, the tendering holder must submit the serial numbers shown on the particular certificates for the original notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of original notes tendered for the account of an eligible institution. If original notes have been tendered pursuant to the procedures for book-entry transfer set forth in "The Exchange Offer—Procedures for Tendering Original Notes" in the prospectus, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of original notes, in which case a notice of withdrawal will be effective if delivered to the exchange agent by written or facsimile transmission. Withdrawals of tenders of original notes may not be rescinded. Original 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 before the expiration date by following any of the procedures described in the prospectus under "The Exchange Offer—Procedures for Tendering Original 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 original notes that have been tendered but that 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 original notes tendered hereby, the signatures(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 original 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 original 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 is 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 original notes listed and transmitted hereby, no endorsement(s) of certificate(s) or separate bond power(s) are required unless exchange 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 original 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. Signatures on such certificates or bond powers must be guaranteed by an eligible institution.

6. Special Issuance and Delivery Instruction. If exchange notes are to be issued in the name of a person other than the signer of this letter of transmittal, or if exchange 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. In the case of issuance in a different name, the taxpayer identification number of the person named must also be indicated and a substitute Form W-9 or appropriate Form W-8 for such recipient must also be completed. See Instruction 7. Certificates for original 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.

7. Substitute Form W-9 (or appropriate Form W-8). The exchanging holder is required to provide his or her correct taxpayer identification number ("TIN") on the substitute Form W-9 included in this letter of transmittal or an appropriate Form W-8. See "Important Tax Information" below for further instructions.

8. 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 original 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—Conditions to the Exchange Offer" or any conditions or irregularity in any tender of original 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 original 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.

9. Questions, Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to the exchange agent at the 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.

10. Lost, Destroyed or Stolen Certificates. If any certificate(s) representing original notes has 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.

11. Security Transfer Taxes. Holders that tender their original notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the original notes tendered, or if a transfer tax is imposed for any reason other than the exchange of original 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 before the expiration date.

IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a holder whose tendered original notes are accepted for exchange is required by law to provide the Company 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 original notes are held in more than one name or are not held 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. If the Company is not provided with the correct TIN, the Internal Revenue Service may subject the holder or transferee to a $50.00 penalty. In addition, future payments to such holder with respect to the 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. For further information on the backup withholding rules and applicable backup withholding rates, see "United States Federal Income Tax Consequences" in the prospectus.

To prevent backup withholding, 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 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.

If the surrendering holder of the original notes writes "Applied For" in the space for the TIN in Part 1 of the substitute Form W-9, such holder must also complete the Certificate of Awaiting Taxpayer Identification Number. Notwithstanding that the certificate is completed, backup withholding at a rate of 30% may be imposed on payments made prior to the time a properly certified TIN is provided to the exchange agent.

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" in Part II of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the exchange agent. Use Form W-9 only if you are a U.S. person (including a resident alien). A foreign person, including entities, may qualify as an exempt recipient by submitting to the exchange agent an appropriate Internal Revenue Service Form W-8, signed under penalties of perjury, attesting to that holder's foreign status. The proper Form W-8 can be obtained from the exchange agent or the Internal Revenue Service. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.

In the case of an exchanging holder who has completed the box entitled "Special Issuance Instructions" above, however, the correct TIN on the substitute Form W-9 or appropriate Form W-8, as applicable, should be provided for the designated recipient. Failure to provide the required information will cause backup withholding on any payments made to the exchanging holder or such recipient, as the case may be, until such information is received.

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 the proper information is provided to the Internal Revenue Service. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

PAYER'S NAME: SINCLAIR BROADCAST GROUP, INC.

SUBSTITUTE FORM W-9	Part I: PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number OR Employer Identification Number

	Part II: For U.S. Payees Exempt from Backup Withholding (write "Exempt" in this space) :

Request for Taxpayer Identification Number and Certification	Part III: Certification. Under penalties of perjury, I certify that:

		1.		The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
		2.		I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified 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 (c) the IRS has notified me that I am no longer subject to backup withholding, and
		3.		I am a U.S. person (including a U.S. resident alien).


		Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all 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.
		Signature: ____________________ Date: ____________________, 2003
		Name: ____________________________ (please print)

NOTE:

FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 30% IN 2003 (29% IN 2004 AND 2005) 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.

If you have applied for and are awaiting a TIN, you must write "Applied For" in the space for the TIN in Part I above and complete the following certificate.


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 do not provide my taxpayer identification number by the time of payment, 30% of all reportable payments made to me thereafter (29% in 2004 and 2005) may be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number.
Signature:		Date:	, 2003
Name:	(please print)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 (FOR U.S. PERSONS ONLY)

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYER.—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The tables below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

For this type of account:		Give the SOCIAL SECURITY number of:	For this type of account:		Give the EMPLOYER IDENTIFICATION number of:
1.	An individual's name	The individual	1.	Sole proprietorship	The owner(3)
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)	2.	A valid trust, estate, or pension trust	The legal entity (4)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)	3.	Corporate Account	The corporation
4.a.	Revocable savings trust (grantor is also trustee)	The grantor-trustee(1)	4.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
4.b.	So-called trust account that is not a legal or valid trust under state law	The actual owner(1)	5.	Partnership account held in the name of the business	The partnership
5.	Sole proprietorship	The owner(3)	6.	A broker or registered nominee	The broker or nominee
			7.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1): First list the individuals and then circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.
(2): Circle the minor's name and furnish the minor's social security number.
(3): You must show your individual name. You may use either your social security number or your employer identification number (if you have one).
(4): First list any valid trust, estate, or pension trust and then circle the name of the legal trust, estate, or pension trust. Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

OBTAINING A NUMBER

If you don't have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

PAYEES SPECIFICALLY EXEMPTED FROM WITHHOLDING INCLUDE THE FOLLOWING:

•: An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).
•: The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any of the foregoing.
•: An international organization or any agency or instrumentality thereof.
•: A foreign government an any political subdivision, agency or instrumentality thereof.

PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING INCLUDE THE FOLLOWING:

•: A corporation.
•: A financial institution.
•: A dealer of securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States
•: A real estate investment trust.
•: A common trust fund operated by a bank under Section 584(a).
•: An entity registered at all times during the tax year under the Investment Company Act of 1940.
•: A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.
•: A futures commission merchant registered with the Commodity Futures Trading Commission.
•: A foreign central bank.

PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING INCLUDE THE FOLLOWING:

•: Payments to nonresident aliens subject to withholding under Section 1441.
•: Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.
•: Payments of patronage dividends not paid in money.
•: Payments made by certain foreign organizations.
•: Section 404(k) payments made by an ESOP.

CERTAIN PAYMENTS, OTHER THAN PAYMENTS OF INTEREST, DIVIDENDS, AND PATRONAGE DIVIDENDS, THAT ARE EXEMPT FROM INFORMATION REPORTING ARE ALSO EXEMPT FROM BACKUP WITHHOLDING. FOR DETAILS, SEE SECTIONS 6041, 6041A, 6042, 6044, 6045, 6049, 6050A AND 6050N AND THE REGULATIONS THEREUNDER.

EXEMPT PAYEES SHOULD COMPLETE A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, COMPLETE PARTS 2, 3, AND 4 OF THE FORM (IF APPLICABLE), SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

PRIVACY ACT NOTICE.—Section 6019 requires you to provide your correct taxpayer identification number to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does nor furnish a taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

EX-99.2 19 a2114395zex-99_2.htm EXHIBIT 99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
FOR
SINCLAIR BROADCAST GROUP, INC.

Offer for All Outstanding
8% Senior Subordinated Notes due 2012
In Exchange For
8% Senior Subordinated Notes due 2012
That Have Been Registered Under the Securities Act of 1933

As set forth under "The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery" of the prospectus dated , 2003 (as it may be amended or supplemented from time to time, the "prospectus"), this notice of guaranteed delivery, or one substantially equivalent to this form, must be used to accept the exchange offer (as defined below) if (i) certificates for the 8% senior subordinated notes due 2012 (the "original notes") are not immediately available, (ii) the letter of transmittal, the original notes or any other documents required by the letter of transmittal cannot be delivered to the exchange agent listed below before the expiration date (as defined in the prospectus), or (iii) the procedures for book-entry transfer cannot be completed on or before the expiration date. This form may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission to the exchange agent and must include a guarantee by an eligible institution (as defined in the letter of transmittal). See "The Exchange Offer—Procedures for Tendering Original Notes" in the prospectus.

The exchange agent for the exchange offer is:
WACHOVIA BANK, NATIONAL ASSOCIATION
(FORMERLY FIRST UNION NATIONAL BANK)

By Hand Delivery, Overnight Courier or Registered/Certified Mail:		*By Facsimile Transmission:*
Wachovia Bank, National Association c/o Wachovia Customer Information Center 1525 West W.T. Harris Boulevard Charlotte, N.C. 28262 Attn: Reorganization Department, 3C3-NC 1153		704-590-7628 To Confirm by Telephone or for Information: 704-590-7413 (Marsha Rice)

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A 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, and the related letter of transmittal (which, together with the prospectus, constitutes the "exchange offer"), receipt of which is hereby acknowledged, the aggregate principal amount of original notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption "The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery."

8% SENIOR SUBORDINATED NOTES DUE 2012

Date:

Signature(s) of Holder(s) or Authorized Signatory:

Name(s) of Holder(s):

Address:

Area Code and Telephone No.:

o Please check box if original notes will be tendered by book-entry transfer

Principal Amount of 8% senior subordinated notes due 2012 tendered: $

Certificate No(s). of 8% senior subordinated notes due 2012 (if available):

As exchange notes will only be delivered by book-entry transfer, please fill in the information requested below:

DTC No.:

Account No.:

This Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for original notes or on a security position listing as the owner of original notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery, without alteration, enlargement or any change whatsoever. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, such person must provide the information required below.

Please print name(s) and address(es)

Name(s)
Capacity
Address(es)

Do not send original notes with this form. Original notes should be sent to the exchange agent with a properly completed and duly executed letter of transmittal or by book-entry delivery.

GUARANTEE
(Not To Be Used For Signature Guarantee)

The undersigned, a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program (each, an "eligible institution"), hereby guarantees that the original notes tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under "The Exchange Offer—Procedure for Tendering Original Notes—Guaranteed Delivery"), and that the exchange agent will receive: (a) the tendered original notes, or a timely confirmation of a book-entry transfer of the tendered original notes to a book-entry transfer facility within three business days after the date of delivery of the notice of guaranteed delivery; and (b) a properly completed and duly executed letter of transmittal or manually signed facsimile thereof (or agent's message) with any required signature guarantees and any other required documents within three business days after the date of delivery of the notice of guaranteed delivery.

The undersigned acknowledges that it must communicate the guarantee to the exchange agent and must deliver the letter of transmittal and original notes to the exchange agent within the time period set forth above. Failure to do so could result in a financial loss to the undersigned.

Name of Firm:

Address:

(Zip Code)

Area Code and Telephone Number:
(Authorized Signature)

Name:
(Please type or print)
Title:
Date:
DO NOT SEND NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. THE ORIGINAL NOTES MUST BE SENT WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY REQUIRED DOCUMENTS.

EX-99.3 20 a2114395zex-99_3.htm EXHIBIT 99.3

Exhibit 99.3

SINCLAIR BROADCAST GROUP, INC.

Offer for All Outstanding
8% Senior Subordinated Notes due 2012
In Exchange For
8% Senior Subordinated Notes due 2012
That Have Been Registered Under the Securities Act of 1933

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

Enclosed for your consideration is a prospectus dated , 2003 (as it may be amended or supplemented from time to time, the "prospectus") and a form of letter of transmittal (the "letter of transmittal") relating to the offer (the "exchange offer") by Sinclair Broadcast Group, Inc. (the "Company") to exchange any and all of its outstanding 8% Senior Subordinated Notes due 2012 ("original notes") for its 8% Senior Subordinated Notes due 2012 ("exchange notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement of which the prospectus constitutes a part, upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal. The exchange offer is being made to satisfy certain obligations of the Company contained in the registration rights agreement dated May 29, 2003, by and among the Company and the other signatories thereto.

We are asking you to contact your clients for whom you hold original notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold original notes registered in their own names. The Company will not pay any fees or commissions to any broker, dealer or other person in connection with the solicitation of tenders pursuant to the exchange offer. You will, however, be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Company will pay all transfer taxes, if any, applicable to the tender of original notes to it or its order, except as otherwise provided in the prospectus and the letter of transmittal.

Enclosed herewith are copies of the following documents:

1. the prospectus;

2. the letter of transmittal for your use in connection with the tender of the original notes and for the information of your clients, together with guidelines of the Internal Revenue Service for certification of taxpayer identification number on substitute Form W-9 providing information relating to backup federal income tax withholding;

3. a form of a notice of guaranteed delivery; and

4. a form of a letter that may be sent to your clients for whose accounts you hold the original notes in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the exchange offer.

YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2003, UNLESS EXTENDED. ORIGINAL NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN, SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS, AT ANY TIME BEFORE 5:00 P.M., NEW YORK CITY TIME, ON , 2003.

In all cases, exchanges of the original notes for exchange notes accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of a properly completed and duly executed letter of transmittal, or a facsimile thereof, together with any required signature guarantees, any other required documents and (a) the certificates representing the original notes being tendered or (b) a book-entry confirmation of a book-entry transfer of the original notes being tendered into the exchange agent's account at Depository Trust Company, all in accordance with the instructions set forth in the prospectus and the letter of transmittal.

Holders who wish to tender their original notes and who cannot delivery them, the letter of transmittal, or any other required document to the exchange agent prior to 5:00 p.m., New York City time, on , 2003, or holders who cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender of such original notes in accordance with the guaranteed delivery procedures set forth in the prospectus under the caption "The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery."

Additional copies of the enclosed materials may be obtained from the exchange agent, Wachovia Bank, National Association (formerly First Union National Bank), by calling 704-590-7413.

Very truly yours,

Sinclair Broadcast Group, Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY, THE EXCHANGE AGENT, OR THE TRUSTEE OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER THAT IS NOT CONTAINED IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

EX-99.4 21 a2114395zex-99_4.htm EXHIBIT 99.4

Exhibit 99.4

SINCLAIR BROADCAST GROUP, INC.

Offer for All Outstanding
8% Senior Subordinated Notes due 2012
In Exchange For
8% Senior Subordinated Notes due 2012
That Have Been Registered Under the Securities Act of 1933

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , 2003 UNLESS THE EXCHANGE OFFER IS EXTENDED
(THE "EXPIRATION DATE").

, 2003

To Our Clients:

Enclosed for your consideration is a prospectus dated , 2003 (as it may be amended or supplemented from time to time, the "prospectus"), and the related letter of transmittal (which, together with the prospectus, constitutes the "exchange offer"), relating to the offer by Sinclair Broadcast Group, Inc. to exchange its 8% senior subordinated notes due 2012 (the "exchange notes"), which have been registered under the Securities Act of 1933, as amended, for its outstanding 8% senior subordinated notes due 2012 (the "original notes").

This material is being forwarded to you as the beneficial owner of the original notes held by us for your account or benefit but not registered in your name. A tender of such original notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the original notes held by us for your account or benefit, pursuant to the terms and conditions set forth in the enclosed prospectus and letter of transmittal. We urge you to read carefully the prospectus and letter of transmittal before instructing us to exchange your original notes.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the original notes on your behalf in accordance with the provisions of the exchange offer. The exchange offer will expire at 5:00 p.m., New York City time, on , 2003, unless extended. Any original notes tendered pursuant to the exchange offer may be withdrawn at any time before the expiration date.

Your attention is directed to the following:

1. The exchange offer is for any and all original notes.

2. The exchange offer is subject to certain conditions set forth in the prospectus. See "The Exchange Offer—Conditions to the Exchange Offer."

3. Any transfer taxes with respect to the exchange and transfer of old notes pursuant to the exchange offer will be paid by us, except as otherwise provided in Instruction 11 of the letter of transmittal.

4. The exchange offer expires at 5:00 p.m., New York City time, on , 2003, unless extended.

The exchange offer is not being made to, and offers are not being solicited from (nor will tenders of old notes or delivery of related consents be accepted from or on behalf of), holders in any jurisdiction in which the making of the exchange offer or acceptance for exchange of the old notes and acceptance of the delivery of related consents would not be in compliance with the laws of that jurisdiction.

If you wish to have us tender your original notes, please so instruct us by completing, executing and returning to us the attached instruction form. The accompanying letter of transmittal is furnished to you for informational purposes only and may NOT be used by you to exchange original notes held by us and registered in our name for your account or benefit.

Instructions with Respect to the Exchange Offer

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to in your letter relating to the exchange offer of Sinclair Broadcast Group, Inc.

This will instruct you to tender the original notes held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal with respect to the original notes tendered.

The undersigned expressly agrees to be bound by the enclosed letter of transmittal and that such letter of transmittal may be enforced against the undersigned.

Please tender the original notes held by you for my account as indicated below:

8% senior subordinated notes due 2012 $ (aggregate principal amount of original notes)

o Please do not tender any original notes held by you for my account.

SIGN HERE

Signature		Signature (if more than one account holder)
Name (Please print)		Name (Please print)
		Telephone No. (including area code)
Address		Taxpayer Identification Number(s)
City, State and Zip Code		Date

EX-99.5 22 a2114395zex-99_5.htm EXHIBIT 99.5
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Exhibit 99.5

, 2003

EXCHANGE AGENT AGREEMENT

Wachovia Bank, National Association
Corporate Trust Department VA 9646
1021 E. Cary Street, 3^rd Floor
Richmond, Virginia 23219

Ladies and Gentlemen:

Sinclair Broadcast Group, Inc., a Maryland corporation, as Depositor ("the Company") hereby appoints Wachovia Bank, National Association (formerly First Union National Bank) ("Wachovia") to act as exchange agent (the "Exchange Agent") in connection with an exchange offer (the "Exchange Offer") by the Company to exchange up to $100,000,000 aggregate Principal amount of the Company's 8% Senior Subordinated Notes due 2012 (the "Exchange 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 8% Senior Subordinated Notes due 2012 (the "Original Notes" and, together with the Exchange Notes, the "Notes").

The terms and conditions of the exchange offer are set forth in a Prospectus dated , 2003 (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." References hereinafter to "you" shall refer to Wachovia Bank, National Association.

The Exchange Offer is expected to be commenced by the Company on or about , 2003. 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 , 2003 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 Original 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 "The Exchange Offer—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 Original 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 Original Notes by

causing the Book-Entry Transfer Facility to transfer such Original 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 Original 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 Original 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 Original 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 Original 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. You are also to examine each Letter of Transmittal, agent's message and book-entry confirmation to determine if any holder tendering Exchange Notes has indicated that it is a "participating broker-dealer" (as defined in the Prospectus) and you agree to advise the Company promptly (by telephone confirmed in writing) if any such Letter of Transmittal, agent's message and book-entry confirmation so indicates or if you otherwise receive written notice that any person is a "participating broker-dealer", and you will promptly deliver to each such participating broker-dealer ten copies of the Prospectus and ten copies of any amendment or supplement to the Prospectus that the Company provides to you.

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 Original Notes pursuant to the Exchange Offer.

5. Tenders of Original Notes may be made only as set forth in the section of the Prospectus captioned "The Exchange Offer—Procedures for Tendering Original Notes" or in the Letter of Transmittal and Original 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, Original 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 Original Notes delivered subsequent to the Expiration Date and accept their instructions with respect to disposition of such Original Notes.

7. You will accept tenders:

(a) in cases where the Original 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 (unless such requirement is waived by the Company, which waiver, if given orally, shall be promptly confirmed in writing); and

(c) from persons other than the registered holder of Original Notes provided that customary transfer requirements, including any applicable transfer taxes, are fulfilled. You will accept partial tenders of Original Notes where so indicated and as permitted in the Letter of

Transmittal and deliver certificates for Original Notes to the transfer agent for split-up and return any untendered Original 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 Original Notes properly tendered and you, on behalf of the Company, will exchange such Original Notes for Exchange Notes and cause such Original Notes to be canceled. Delivery of Exchange Notes will be made on behalf of the Company by you at the rate of $1,000 Principal amount of Exchange Notes for each $1,000 Principal amount of Original Notes tendered promptly after notice (such notice if given orally, to be promptly confirmed in writing) of acceptance of said Original Notes by the Company; provided, however, that in all cases, Original Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Original 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 Original 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 Original 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 Original 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 Original Notes (or effect the appropriate book-entry transfer of the unaccepted Original 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 Original Notes or for unaccepted Original 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, (b) by registered mail insured separately for the replacement value of such certificates, or (c) by effectuating appropriate book-entry transfer.

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 Original 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 (provided such oral instructions have been confirmed in writing) from any officer of the Company with respect to the Exchange Offer;

(f) shall not advise any person tendering Original 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 Original 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 David B. Amy, 10706 Beaver Dam Road, Hunt Valley, MD 21030.

15. You shall advise by facsimile transmission or telephone, and promptly thereafter confirm in writing to the Company and Wilmer, Cutler & Pickering, special 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 Original 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 also prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Original Notes tendered and the aggregate principal amount of Original 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, the Company will pay you fees, expenses and disbursements incurred in connection with the Exchange Offer as set forth in Exhibit A. The Company shall be allowed to extend the Exchange Offer one time for no additional fees.

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, 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 Original 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 Original 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, and so long as you have not determined, in your reasonable judgment, that a conflict of interest exists between you and the Company. You shall not compromise or settle any such action or claim without the written consent of the Company.

20. You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.
10706 Beaver Dam Road
Hunt Valley, MD 21030
Telephone: (410) 568-1500
Facsimile: (410) 467-5043
Attn: Barry Faber, 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.

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:

Wachovia Bank, National Association
Corporate Trust Department VA 9646
1021 E. Cary Street, 3^rd Floor
Richmond, VA 23219
Telephone: (804) 697-7123
Facsimile: (804) 697-7140
Attn: Ms. Lee B. Bedell

26. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Sections 17, 19 and 20 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.

27. This Agreement shall be binding and effective as of the date hereof.

(Signature Page Follows)

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: WACHOVIA BANK, NATIONAL ASSOCIATION
		By:

		Name:
		Title:

Signature Page to Exchange Agent Agreement

EXHIBIT A

Schedule of Exchange Agent Fees

Exchange Agent Fees

Administration Fee (1^st cusip)		$
	Each additional cusip	$
(Mimimum Fee of $3,000)
Per Exchange Item		$
Mailing additional materials to participants		$

Out-of-Pocket Expenses

All out-of-pocket expenses, including postage, insurance, telephone, courier expenses, check stock, stationery and fees will be billed in addition to the fees listed herein.

Legal Expenses

All expenses of legal counsel will be billed in addition to the fees listed herein. Legal expenses will not exceed $ .

Special Services

Special Services not included in this fee schedule, but deemed necessary or desirable by the corporate issuer, may be subject to additional charges based upon an appraisal with the company before services are to be performed.

Signature Page to Exchange Agent Agreement

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Exhibit 99.5

EXCHANGE AGENT AGREEMENT
EXHIBIT A Schedule of Exchange Agent Fees
-----END PRIVACY-ENHANCED MESSAGE-----

Sinclair Television of Nashville, Inc., Member

WRLH LICENSEE, LLC

Sinclair Television of Charleston, Inc., Member

David B. Amy, Manager, in his capacity as Secretary or Manager, as the case may be