EX-4.2 3 d933368dex42.htm EX-4.2 EX-4.2

Exhibit No. 4.2

Execution Version

SUPPLEMENTAL INDENTURE NO.4

SUPPLEMENTAL INDENTURE NO. 4 (this “Supplemental Indenture”), dated as of February 10, 2025, by and among SINCLAIR TELEVISION GROUP, INC., a Maryland corporation (the “Issuer”), the Guarantors party hereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”) and collateral agent (the “Notes Collateral Agent”).

W I T N E S S E T H

WHEREAS, the Issuer, the other parties that are signatories thereto as Guarantors, the Trustee and the Notes Collateral Agent have heretofore executed and delivered an indenture, dated as of December 4, 2020 (as supplemented by Supplemental Indenture No. 1 dated as of March 15, 2021, Supplemental Indenture No. 2 dated as of June 16, 2022 and Supplemental Indenture No. 3 dated as of May 30, 2024 (as so supplemented, the “Existing Indenture”), and, as further amended, supplemented or otherwise modified by this Supplemental Indenture, the “Indenture”) providing for the issuance of $750,000,000 aggregate principal amount of 4.125% Senior Secured Notes due 2030 (the “Notes”);

WHEREAS, Section 9.02 of the Existing Indenture provides, inter alia, that, in certain circumstances, the Issuer and the Trustee and/or the Notes Collateral Agent may amend the Existing Indenture, the Security Documents, the Intercreditor Agreements, the Note Guarantees and the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and affected thereby (the “General Requisite Consents”);

WHEREAS, Sections 9.02 further provides that no amendment or waiver may make any change in any Security Document, the Intercreditor Agreements or the provisions of the Existing Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes without the consent of the holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding (the “Collateral Requisite Consents” and, together with the General Requisite Consents, the “Requisite Consents”);

WHEREAS, the Issuer desires to exchange (the “Exchange Offer”) new 4.375% Senior Second-Out Secured Notes due 2032 (the “New Notes”) for any and all of the outstanding Notes and in connection therewith solicit consents (the “Consent Solicitation”) to effect the amendments, supplements and other modifications to the Existing Indenture, the Security Documents, the Intercreditor Agreements, the Note Guarantees and the Notes set forth herein (the “Amendments”);

WHEREAS, the holders of at least $730 million in aggregate principal amount of the Notes outstanding as of the date hereof (excluding any Notes owned by the Issuer or its affiliates) have consented pursuant to the Exchange Offer and the Consent Solicitation, to the adoption of all of the Amendments to be effected by this Supplemental Indenture in accordance with the provisions of the Existing Indenture, and evidence of such consents, which constitute the Requisite Consents, and a resolution of the Board of the Issuer authorizing the execution hereof have been provided by the Issuer to the Trustee;


WHEREAS, the execution and delivery of this instrument has been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with;

WHEREAS, in accordance with Sections 9.06, 13.04 and 13.05, as applicable, of the Existing Indenture, the Issuer has delivered to the Trustee and the Notes Collateral Agent an Officer’s Certificate and an Opinion of Counsel with respect to this Supplemental Indenture on the date hereof; and

WHEREAS, pursuant to Sections 9.02 and 9.06 of the Existing Indenture, together with receipt of the Requisite Consents, the Trustee and the Notes Collateral Agent are authorized or permitted to execute and deliver this Supplemental Indenture.

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

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

(a) For purposes of this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Existing Indenture; and references to Articles or Sections shall, unless the context indicates otherwise, be references to Articles or Sections of the Existing Indenture.

(b) The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE 2

AMENDMENTS TO THE EXISTING INDENTURE AND THE NOTES

Pursuant to Section 9.02 of the Existing Indenture, the Issuer, the Trustee (in the case of the Trustee, acting in reliance upon the instructions and directions of the holders of the Requisite Consents obtained pursuant to the Exchange Offer and the Consent Solicitation) and to the extent applicable, the Notes Collateral Agent (in the case of the Notes Collateral Agent, acting in reliance upon the instructions and directions of the holders of the Requisite Consents obtained pursuant to the Exchange Offer and the Consent Solicitation) hereby agree that subject to the occurrence of the Operative Time, from and after the Operative Time:

(a) Section 1.01 of the Existing Indenture is hereby amended by:

(i) deleting the definition of “Intercreditor Agreements” in its entirety.

(ii) amending and restating the definition of “Permitted Liens” in its entirety to read as set forth below:

“‘Permitted Liens’ mean any and all Liens.”

 

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(iii) deleting (A) any definitions not used in any provision of the Existing Indenture, the Notes or the Security Documents other than the provisions of the Existing Indenture or Notes that are deleted pursuant to the amendments set forth in this Supplemental Indenture, and (B) any definitions used exclusively within such definitions, in each case, in their entirety from the Existing Indenture and the Notes.

(b) Section 4.13 of the Existing Indenture is hereby amended and restated to read in its entirety as set forth below:

“Section 4.13. Corporate Existence. Subject to Article 5, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate, partnership or other existence, as applicable, in accordance with its organizational documents (as the same may be amended from time to time), and (ii) the rights (charter and statutory), licenses and franchises material to the conduct of its business.”

(c) Section 4.03 of the Existing Indenture is hereby amended and restated in its entirety as set forth below:

“Section 4.03. Reports and Other Information. So long as any Notes are outstanding, the Issuer shall furnish to prospective investors of the Notes any information required to be delivered by the Issuer pursuant to Rule 144A(d)(4) under the Securities Act if at any time a Parent Entity of the Issuer is not required to file with the SEC its annual and quarterly reports on Form 10-K and 10-Q, respectively, and does not voluntarily file such reports.”

(d) (i) Sections 3.09, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.19 , clauses (3), (4), (5), (6) and (7) of Section 5.01(a), clauses (1)(iii), (iv) and (v) and (2) of Section 5.01(c) of the Existing Indenture are hereby deleted in their entirety and the Issuer and the Guarantors shall be released from their respective obligations thereunder; and (ii) the Issuer and the Guarantors may omit to comply with, and shall have no liability in respect of, any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere in the Existing Indenture, any Note or any Security Document to any such covenant or by reason of any reference in any such covenant to any other provision therein, and such omission to comply shall not constitute a Default or an Event of Default with respect to the Notes under Section 6.01 and not in limitation but in furtherance of the foregoing;

(e) clauses (3), (4), (5), (6) (solely with respect to any Significant Subsidiary and any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), (7) (solely with respect to any Significant Subsidiary and any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), (9) and (10) of Section 6.01(a) of the Existing Indenture shall not constitute Defaults or Events of Default for purposes of the Existing Indenture, any Note or any Security Document;

(f) the words “(with respect to the Issuer, any Subsidiary of Parent that is a Parent Guarantor or Parent)” appearing in the first paragraph of Section 6.02 of the Existing Indenture are amended to read as “(with respect to the Issuer)”;

(g) the words “(with respect to the Issuer, any Subsidiary of Parent that is a Parent Guarantor)” appearing in the second paragraph of Section 6.02 of the Existing Indenture are amended to read as “(with respect to the Issuer)”;

 

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(h) Sections 12.01, 12.03, 12.04, 12.06 and 12.09 are hereby deleted in their respective entireties;

(i) Section 13.18 of the Existing Indenture is hereby deleted in its entirety; and

(j) all textual references in the Existing Indenture and the Notes exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Existing Indenture that have been otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in their entirety; provided, however, that any term or provision in the Existing Indenture that authorizes any action by any Restricted Subsidiary, or authorizes a given circumstance or occurrence, when permitted by a deleted paragraph, Section, Article or other term or provision or performed in accordance with a deleted paragraph, Section, Article or other term or provision, shall be deemed to permit such action, circumstance or occurrence.

ARTICLE 3

RELEASE OF COLLATERAL; TERMINATION OF SECURITY DOCUMENTS

Pursuant to Sections 9.02 and 12.02(a)(9) of the Existing Indenture and Section 5.13 of the Security Agreement, subject to the occurrence of the Operative Time, the Security Agreement is hereby terminated effective as of the Operative Time, and all Liens and security interests created by and granted under the Security Agreement and the other Security Documents in and on the Collateral are hereby immediately, automatically and irrevocably released and terminated as of the Operative Time and shall be of no further force and effect from and after the Operative Time, without any further action on the part of the Trustee or the Notes Collateral Agent. The Trustee and the Notes Collateral Agent are hereby instructed subject to the occurrence of the Operative Time, to execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release of the Collateral as may be requested by the Issuer from time to time at or after the Operative Time, including any instruments or other documentation relating to the termination of the Liens and security interests in respect of the Intercreditor Agreements, including, but not limited to: (1) entering into and delivering an instrument and other documentation to terminate the Notes Collateral Agent’s interests in the First Lien Intercreditor Agreement, including the Termination of First Lien Intercreditor Agreement substantially in the form attached hereto as Exhibit A, (2) the filing of the UCC-3 termination statements substantially in the form attached hereto as Exhibit B, (3) the filing of the Termination of Trademark Security Agreement attached hereto as Exhibit C, (4) the filing of the Termination of Patent Security Agreement substantially in the form attached hereto as Exhibit D, (5) the filing of the Termination of Copyright Security Agreement substantially in the form attached hereto as Exhibit E, in each case, at or after the Operative Time, and the Issuer and the Guarantors are hereby authorized at or after the Operative Time to file such termination statements or instruments of termination described in the foregoing clauses (2) through (5) with the appropriate Secretary of State or Department of State, the U.S. Patent and Trademark Office, the U.S. Copyright Office and/or any other appropriate government authority, as applicable.

ARTICLE 4

OVERRIDE PROVISIONS

Notwithstanding anything to the contrary herein or in the Existing Indenture but subject to the occurrence of the Operative Time, the occurrence of any event or circumstance that constituted or would have constituted a Default or Event of Default under the Existing Indenture shall be deemed to have been waived by the holders of the Notes ab initio from the date of the occurrence of any such event or circumstance if the occurrence of any such event or circumstance would not have constituted a Default or Event of Default under the Indenture.

 

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ARTICLE 5

EFFECTIVENESS; OPERATIVENESS

This Supplemental Indenture shall become a binding agreement between the parties hereto and effective when executed by the parties hereto; provided that notwithstanding anything to the contrary herein, the amendments, supplements and other modifications to the Existing Indenture set forth in Articles 2, 3 and 4 shall become operative only at the time and date (the “Operative Time”) at which (i) all of the Notes that have been validly tendered in the Exchange Offer prior to the Early Tender Time (as defined in the Statement) and not validly withdrawn shall have been accepted for exchange in accordance with the terms of the Confidential Offering Memorandum and Offer to Exchange and Consent Solicitation Statement dated January 27, 2025, as amended and supplemented by Supplement No. 1 dated January 30, 2025, delivered to the Holders of the Notes in connection with the Exchange Offer and the Consent Solicitation (as amended, supplemented or otherwise modified from time to time, the “Statement”), and (ii) the Issuer shall have caused an Officer’s Certificate and Opinion of Counsel, in each case, complying with the requirements of Sections 12.02(d), 13.04 and 13.05 of the Existing Indenture to be delivered to the Trustee and the Notes Collateral Agent.

ARTICLE 6

MISCELLANEOUS

(a) Notes; Corresponding Amendments. Amendments to the Indenture pursuant to this Supplemental Indenture shall also apply to the Notes. Pursuant to Section 8 of each Global Note, with effect on and from the date hereof, each Global Note shall be deemed supplemented, modified and amended in such manner as necessary to render the terms of such Global Note consistent with the terms of the Indenture, as amended by this Supplemental Indenture. Except as specified in Articles 2, 3 and 4 above, the remainder of the Indenture and the Notes shall be unaffected hereby.

(b) Incorporation. All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture, and the Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

(c) Third Parties. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.

(d) Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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

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

(g) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors.

[Signature Pages Follow]

 

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

ISSUER:

 

SINCLAIR TELEVISION GROUP, INC.
By:  

/s/ Christopher S. Ripley

  Name: Christopher S. Ripley
  Title: President and Chief Executive Officer

[Signature page to Supplemental Indenture No. 4 to 4.125% Senior Secured Notes Indenture]


GUARANTORS:    
  SINCLAIR BROADCAST GROUP, LLC
  By:  

/s/ Christopher S. Ripley

    Name: Christopher S. Ripley
    Title: President and Chief Executive Officer
  BIRMINGHAM (WABM-TV) LICENSEE, INC.
  FISHER MILLS, INC.
  FISHER PROPERTIES, INC.
  HARRISBURG TELEVISION, INC.
  NEW YORK TELEVISION, INC.
  PERPETUAL CORPORATION
  RALEIGH (WRDC-TV) LICENSEE, INC.
  SINCLAIR ACQUISITION IX, INC.
  SINCLAIR ACQUISITION VII, INC.
  SINCLAIR ACQUISITION VIII, INC.
  SINCLAIR MEDIA III, INC.
  SINCLAIR MEDIA VI, INC.
  SINCLAIR TELEVISION MEDIA, INC.
  SINCLAIR TELEVISION OF BAKERSFIELD, INC.
  SINCLAIR TELEVISION OF SEATTLE, INC.
  SINCLAIR TELEVISION OF WASHINGTON, INC.
  WGME, INC.
  WSMH, INC.
  WSYX LICENSEE, INC.
  WVTV LICENSEE, INC.
  KAME, LLC
  KENV, LLC
  KRNV, LLC
  KRXI, LLC
  KVCW, LLC
  KVMY, LLC
  By:   Chesapeake Media I, LLC, Sole Member
  By:   Sinclair Television Group, Inc., Sole Member of Chesapeake Media I, LLC
  WCWF LICENSEE, LLC
  WJAR LICENSEE, LLC
  WLUK LICENSEE, LLC
  By: Harrisburg Television, Inc., Sole Member


  SINCLAIR TELEVISION OF ILLINOIS, LLC
  WICD LICENSEE, LLC
  WICS LICENSEE, LLC
  By:   Illinois Television, LLC, Sole Member
  By:   Sinclair Communications LLC, Sole Member of Illinois Television, LLC
  By:   Sinclair Television Group, Inc., Sole Member of Sinclair Communications, LLC
  KATV LICENSEE, LLC
  By:   KATV, LLC, Sole Member
  By:   Sinclair Television Stations, LLC, Sole Member of KATV, LLC
  By:   Perpetual Corporation, Sole Member of Sinclair Television Stations, LLC
  KDSM LICENSEE, LLC
  By:   KDSM, LLC, Sole Member
  By:   Sinclair Television Group, Inc., Sole Member of KDSM, LLC
  KOKH LICENSEE, LLC
  By:   KOKH, LLC, Sole Member
  By:   Sinclair Communications, LLC, Sole Member of KOKH, LLC
  By:   Sinclair Television Group, Inc., Sole Member of Sinclair Communications, LLC
  KTUL LICENSEE, LLC
  By:   KTUL, LLC, Sole Member
  By:   Sinclair Television Stations, LLC, Sole Member of KTUL, LLC
  By:   Perpetual Corporation, Sole Member of Sinclair Television Stations, LLC
  WCGV LICENSEE, LLC
  By:   Milwaukee Television, LLC, Sole Member
  By:   Sinclair Communications, LLC Sole Member of Milwaukee Television, LLC
  By:   Sinclair Television Group, Inc., Sole Member of Sinclair Communications, LLC
  WSMH LICENSEE, LLC
  By:   WSMH, Inc., Sole Member
  SINCLAIR TELEVISION STATIONS, LLC


  By:   Perpetual Corporation, Sole Member
  MJ PODCAST, LLC
  UMR PODCAST, LLC
  By:   Sinclair Audio, LLC
  By:   Sinclair Television Group, Inc.
  WKEF LICENSEE L.P.
  By:   Sinclair Communications, LLC, General Partner
  By:   Sinclair Television Group, Inc., Sole Member of Sinclair Communications, LLC
  CHESAPEAKE TELEVISION LICENSEE, LLC
  HARRISBURG LICENSEE, LLC
  ILLINOIS TELEVISION, LLC
  KABB LICENSEE, LLC
  KDNL LICENSEE, LLC
  KEYE LICENSEE, LLC
  KFDM LICENSEE, LLC
  KFOX LICENSEE, LLC
  KFXA LICENSEE, LLC
  KGAN LICENSEE, LLC
  KGBT LICENSEE, LLC
  KHGI LICENSEE, LLC
  KHQA LICENSEE, LLC
  KJZZ LICENSEE, LLC
  KOCB LICENSEE, LLC
  KOKH, LLC
  KPTH LICENSEE, LLC
  KRCG LICENSEE, LLC
  KRXI LICENSEE, LLC
  KSAS LICENSEE, LLC
  KTVL LICENSEE, LLC
  KTVO LICENSEE, LLC
  KUPN LICENSEE, LLC
  KUQI LICENSEE, LLC
  KUTV LICENSEE, LLC
  KVII LICENSEE, LLC
  MILWAUKEE TELEVISION, LLC
  SAN ANTONIO TELEVISION, LLC
  SINCLAIR PROPERTIES, LLC
  SINCLAIR TELEVISION OF EL PASO, LLC
  WACH LICENSEE, LLC
  WCWB LICENSEE, LLC
  WCWN LICENSEE, LLC
  WDKY LICENSEE, LLC


  WEAR LICENSEE, LLC
  WFGX LICENSEE, LLC
  WFXL LICENSEE, LLC
  WGFL LICENSEE, LLC
  WGXA LICENSEE, LLC
  WHOI LICENSEE, LLC
  WKRC LICENSEE, LLC
  WLFL LICENSEE, LLC
  WLOS LICENSEE, LLC
  WMSN LICENSEE, LLC
  WNAB LICENSEE, LLC
  WNWO LICENSEE, LLC
  WOAI LICENSEE, LLC
  WOLF LICENSEE, LLC
  WPBN LICENSEE, LLC
  WPDE LICENSEE, LLC
  WPEC LICENSEE, LLC
  WPGH LICENSEE, LLC
  WQMY LICENSEE, LLC
  WRDC, LLC
  WRGB LICENSEE, LLC
  WRGT LICENSEE, LLC
  WRLH LICENSEE, LLC
  WSBT LICENSEE, LLC
  WSTQ LICENSEE, LLC
  WSTR ACQUISITION, LLC
  WTGS LICENSEE, LLC
  WTOV LICENSEE, LLC
  WTTO LICENSEE, LLC
  WTVC LICENSEE, LLC
  WTVX LICENSEE, LLC
  WTVZ LICENSEE, LLC
  WTWC LICENSEE, LLC
  WUCW, LLC
  WUHF LICENSEE, LLC
  WUPN LICENSEE, LLC
  WUTV LICENSEE, LLC
  WUXP LICENSEE, LLC
  WWHO LICENSEE, LLC
  WWMT LICENSEE, LLC
  WXLV LICENSEE, LLC
  WZTV LICENSEE, LLC
  By:   Sinclair Communications, LLC, Sole Member
  By:   Sinclair Television Group, Inc., Sole Member of Sinclair Communications, LLC


  SINCLAIR DIGITAL NEWS, LLC
  WEST COAST DIGITAL, LLC
  By:   Sinclair Digital Group, LLC
  By:   Sinclair Television Group, Inc., Sole Member of Sinclair Digital Group, LLC
  WCHS LICENSEE, LLC
  WVAH LICENSEE, LLC
  By:   Sinclair Media III, Inc., Sole Member
  SINCLAIR MEDIA LICENSEE, LLC
  SINCLAIR TELEVISION OF ABILENE, LLC
  SINCLAIR TELEVISION OF BRISTOL, LLC
  SINCLAIR TELEVISION OF CALIFORNIA, LLC
  SINCLAIR TELEVISION OF MONTANA, LLC
  SINCLAIR TELEVISION OF NEW BERN, LLC
  WCTI LICENSEE, LLC
  By:   Sinclair Media VI, Inc., Sole Member
  KBSI LICENSEE L.P.
  WMMP LICENSEE L.P.
  By:   Sinclair Properties, LLC, General Partner
  By:   Sinclair Communications, LLC, Sole Member of Sinclair Properties, LLC
  By:   Sinclair Television Group, Inc., Sole Member of Sinclair Communications, LLC
  WDKA LICENSEE, LLC
  By:   Sinclair Properties, LLC, Sole Member
  By:   Sinclair Communications, LLC, Sole Member of Sinclair Properties, LLC
  By:   Sinclair Television Group, Inc., Sole Member of Sinclair Communications, LLC
  ACTION TV, LLC
  CHESAPEAKE MEDIA I, LLC
  COMETTV, LLC
  DRIVE SALES, LLC
  FULL MEASURE, LLC
  HUMMINGBIRD, LLC
  HUNT VALLEY TRACKS, LLC
  KDSM, LLC
  NEST TV, LLC
  SINCLAIR AUDIO, LLC
  SINCLAIR COMMUNICATIONS, LLC
  SINCLAIR DIGITAL GROUP, LLC


  SINCLAIR GAMING SERVICES, LLC
  SINCLAIR NETWORKS GROUP, LLC
  SINCLAIR PROGRAMMING COMPANY, LLC
  SINCLAIR TELEVISION OF FRESNO, LLC
  SINCLAIR TELEVISION OF OMAHA, LLC
  TBD TV, LLC
  THE NATIONAL DESK, LLC
  By:   Sinclair Television Group, Inc., Sole Member
  SINCLAIR BAKERSFIELD LICENSEE, LLC
  SINCLAIR BOISE LICENSEE, LLC
  SINCLAIR BROADCASTING OF SEATTLE, LLC
  SINCLAIR EUGENE LICENSEE, LLC
  SINCLAIR LEWISTON LICENSEE, LLC
  SINCLAIR MEDIA OF BOISE, LLC
  SINCLAIR MEDIA OF WASHINGTON, LLC
  SINCLAIR PORTLAND LICENSEE, LLC
  SINCLAIR SEATTLE LICENSEE, LLC
  SINCLAIR TELEVISION OF OREGON, LLC
  SINCLAIR MEDIA OF SEATTLE, LLC
  SINCLAIR TELEVISION OF PORTLAND, LLC
  SINCLAIR YAKIMA LICENSEE, LLC
  By:   Sinclair Television Media, Inc., Sole Member
  SINCLAIR-CALIFORNIA LICENSEE, LLC
  By:   Sinclair Television of California, LLC, Sole Member
  By:   Sinclair Media VI, Inc., Sole Member of Sinclair Television of California, LLC
  KDBC LICENSEE, LLC
  By:   Sinclair Television of El Paso, LLC, Sole Member
  By:   Sinclair Communications, LLC, Sole Member of
    Sinclair Television of El Paso, LLC
  By:   Sinclair Television Group, Inc., Sole Member of
    Sinclair Communications, LLC
  KFRE LICENSEE, LLC
  KMPH LICENSEE, LLC
  WJAC LICENSEE, LLC
  By:   Sinclair Television of Fresno, LLC, Sole Member
  By:   Sinclair Television Group, Inc., Sole Member of
    Sinclair Television of Fresno, LLC
  KPTM LICENSEE, LLC
  By:   Sinclair Television of Omaha, LLC, Sole Member


  By:   Sinclair Television Group, Inc., Sole Member of Sinclair Television of Omaha, LLC
  SINCLAIR KENNEWICK LICENSEE, LLC
  SINCLAIR LA GRANDE LICENSEE, LLC
  By:   Sinclair Television of Washington, Inc., Sole Member
  ACC LICENSEE, LLC
  KATV, LLC
  KTUL, LLC
  WBMA LICENSEE, LLC
  WSET LICENSEE, LLC
  By:   Sinclair Television Stations, LLC, Sole Member
  By:   Perpetual Corporation, Sole Member of Sinclair Television Stations, LLC
  WGME LICENSEE, LLC
  By:   WGME, Inc., Sole Member
  KLGT LICENSEE, LLC
  By:   WUCW, LLC, Sole Member
  By:   Sinclair Communications, LLC, Sole Member of WUCW, LLC
  By:   Sinclair Television Group, Inc., Sole Member of Sinclair Communications, LLC
  By:  

/s/ Christopher S. Ripley

 

Christopher S. Ripley, in his capacity as President and

Chief Executive Officer


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association) as Trustee and Notes Collateral Agent
By:  

/s/ Melody M. Scott

  Name: Melody M. Scott
  Title: Assistant Vice President


[Exhibits Intentionally Omitted. To be provided to the

Securities and Exchange Commission or its

staff upon request.]