Exhibit 4.4
Sixth Supplemental Indenture to
March 2002 Indenture
SIXTH SUPPLEMENTAL
INDENTURE
Dated as of September 30, 2003
THIS SIXTH SUPPLEMENTAL
INDENTURE , dated as of
September 30, 2003 (the “Sixth Supplemental
Indenture”), by and between Sinclair Television
Group, Inc., a Maryland corporation (“STG”),
certain of STG’s subsidiaries identified as Guarantors on the
signature page hereof, (collectively the “Existing
Guarantors”), Sinclair Broadcast Group, Inc. (the
“Company”) and Wachovia Bank, National Association
(formerly First Union National Bank), as Trustee under the
Indenture, as hereinafter defined (hereinafter the
“Trustee”). All capitalized terms used in this Sixth
Supplemental Indenture and not otherwise defined shall be assigned
the meaning ascribed to them in the Indenture.
WHEREAS , the Company, the Existing Guarantors and the
Trustee are parties to an Indenture dated as of March 14, 2002
(the “Original Indenture”), as heretofore supplemented,
pursuant to which the Company issued its $650,000,000 8% Senior
Subordinated Notes due 2012 (hereinafter the
“Securities”).
WHEREAS , on July 26, 2002, the Company, certain of
its Subsidiaries, as Guarantors and the Trustee executed the First
Supplemental Indenture amending certain terms and conditions of the
Original Indenture (the “First Supplemental
Indenture”).
WHEREAS , on November 8, 2002, the Company, certain
of its Subsidiaries, as Guarantors and the Trustee executed the
Second Supplemental Indenture amending certain terms and conditions
of the Original Indenture (the “Second Supplemental
Indenture”).
WHEREAS , on January 17, 2003, the Company, certain
of its Subsidiaries, as Guarantors and the Trustee executed the
Third Supplemental Indenture amending certain terms and conditions
of the Original Indenture (the “Third Supplemental
Indenture”).
WHEREAS, on May 9, 2003, the Company and certain of
its Subsidiaries, as Guarantors and the Trustee executed the Fourth
Supplemental Indenture amending certain terms and conditions of the
Original Indenture (the “Fourth Supplemental
Indenture”).
WHEREAS , on July 17, 2003, the Company and certain
of its Subsidiaries, as Guarantors and the Trustee executed the
Fifth Supplemental Indenture amending certain terms and conditions
of the Original Indenture (the “Fifth Supplemental
Indenture”). The Original Indenture, as amended by the
First Supplemental Indenture, the Second Supplemental Indenture,
the Third Supplemental Indenture, the Fourth Supplemental
Indenture, the Fifth Supplemental Indenture, and this Sixth
Supplemental Indenture, collectively referred to herein as (the
“Indenture”).
WHEREAS , on September 30, 2003, the Company
contributed One Hundred percent (100%) of its ownership interest in
Sinclair Communications, LLC and One Hundred percent (100%) of its
equity interest in Sinclair Communications II, Inc., which
together comprise substantially all of the Company’s
properties and assets, to STG.
WHEREAS , Section 801 of the Indenture provides
that the Company may sell, assign, convey, transfer, lease, or
otherwise dispose of all or substantially all of its properties and
assets to any Person organized and existing under the laws of the
United States of America or any state thereof or the District of
Columbia and to the extent such Person acquires all or
substantially all of the properties and assets of the Company and
its Subsidiaries on a Consolidated basis, such Person shall
expressly assume by supplemental indenture, executed and delivered
to the Trustee, in form
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satisfactory to the Trustee, all obligations of
the Company under the Securities, the Indenture and the
Registration Rights Agreement.
WHEREAS , Section 901 of the Indenture provides
that without the consent of any Holder, the Company and the
Guarantors (or any successors), when authorized by a Board
Resolution, and the Trustee at any time and from time to time may
enter into indentures supplemental thereto, in form and substance
satisfactory to the Trustee to evidence the succession of another
Person to the Company upon the Securities, and the assumption by
any such successor of the covenants of the Company in the
Securities and the Indenture.
WHEREAS , the 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.
WHEREAS , STG is the Surviving Entity and wishes to
expressly assume the Company’s obligations of payment and
performance under the Securities, the Indenture, and the
Registration Rights Agreement.
WHEREAS , the Company wishes to guarantee the Indenture
and the Securities related thereto.
WHEREAS , the Existing Guarantors wish to confirm that
their Guarantee under the Indenture shall apply to STG’s
obligations under the Indenture and the Securities.
WHEREAS , all things
