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ALLBRITTON COMMUNICATIONS COMPANY
$275,000,000
9 3/4% SENIOR SUBORDINATED DEBENTURES DUE 2007
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SUPPLEMENTAL INDENTURE
Dated as of DECEMBER 21, 2002
to
INDENTURE
Dated as of FEBRUARY 6, 1996
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STATE STREET BANK AND TRUST COMPANY,
Trustee
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THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of
December 21, 2002, by and between ALLBRITTON COMMUNICATIONS COMPANY, a Delaware
corporation (the "Company"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company, as trustee (the "Trustee"), under the Indenture (as
defined below). Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Indenture.
WHEREAS, the Company and the Trustee previously duly executed, and the
Company duly delivered to the Trustee, an Indenture dated as of February 6, 1996
("Indenture"), relating to $275,000,000 aggregate principal amount of the
Company's 9 3/4% Senior Subordinated Debentures due 2007 (the "Debentures");
WHEREAS, pursuant to Section 9.02 of the Indenture, the Company and the
Trustee have obtained the consent of the Holders of at least a majority in
principal amount of the outstanding Debentures to the amendments made hereby;
WHEREAS, the Board of Directors of the Company has authorized the
execution of this Supplemental Indenture and its delivery to the Trustee;
WHEREAS, the Company has delivered an Officers' Certificate and Opinion
of Counsel to the Trustee pursuant to Sections 9.06 and 11.05 of the Indenture;
and
WHEREAS, all other actions necessary to make this Supplemental
Indenture a legal, valid and binding obligation of the parties hereto in
accordance with its terms and the terms of the Indenture have been performed;
NOW, THEREFORE, in consideration of the promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Company and the Trustee hereby mutually covenant and
agree for the equal and proportionate benefit of all Holders of the Debentures
as follows:
ARTICLE I
AMENDMENTS
At the Effective Date (as defined in Section 2.4 below) the terms of
the Debentures and the Indenture shall be amended as follows:
SECTION 1.1. Section 1.01 of the Indenture is hereby amended to delete
the following defined terms: "Acquired Debt," "Broadcast Related Assets,"
"Capital Lease Facility," "Consolidated Net Income," "Consolidated Net Worth,"
"Cumulative Total Interest Expense," "Debt to Operating Cash Flow,"
"Disqualified Stock," "Investments," "Operation Cash Flow," "Permitted
Investments," "Permitted Liens," "Refinancing," "Restricted Investment," and
"Total Interest Expense."
SECTION 1.2. Section 1.01 of the Indenture is hereby amended to delete
the definition of "Permitted Asset Swap" in its entirety and to replace it with
the following:
"Permitted Asset Swap" means a disposition by ACC or
any Restricted Subsidiary of the broadcast operations of a
television station (excluding WJLA) for like kind broadcast
assets (or a controlling interest in the Capital Stock of a
Person owning like kind broadcast assets); provided that
ACC's Board of Directors shall have approved such disposition
and exchange and determined the fair market value of the
assets subject to such transaction as evidenced by a board
resolution set forth in an Officers' Certificate or such fair
market value has been determined by a written opinion of an
investment banking firm of national standing or other
recognized independent expert with experience appraising the
terms and conditions of the type of transaction contemplated
thereby."
SECTION 1.3. Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.11, 4.12,
4.13, 4.14, 5.01, 6.01(c), 6.01(d), 6.01(e) and 6.01(f) of the Indenture are
hereby deleted in their entirety and each such Section is hereby replaced with
the phrase "Intentionally Omitted."
SECTION 1.4. Section 4.10 of the Indenture is hereby amended to delete
the proviso to clause (ii) in the first sentence of the first paragraph thereof.
SECTION 1.5. Section 5.02 of the Indenture is hereby amended in its
entirety and replaced as follows:
"SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED
Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance or other disposition
of all or substantially all of the assets of ACC, the
successor corporation, limited liability company or other
entity formed by such consolidation or into or with which ACC
is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and
be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to
"ACC" or the "Company" shall refer instead to the successor
corporation, limited liability company or other entity, and
not to ACC), and may exercise every right and power of ACC
under this Indenture with the same effect as if such
successor Person had been named as ACC herein."
SECTION 1.6. Sections 6.01(g) and 6.01(h) of the Indenture shall be
deleted in their entirety and replaced as follows:
"(g) ACC pursuant to or within the meaning of any Bankruptcy Law:
(i) commences a voluntary case,
(ii) consents to the entry of an order for relief against it
in an involuntary case,
(iii) consents to the appointment of a Custodian of it or for
all or substantially all of its property,
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(iv) makes a general assignment for the benefit of its
creditors, or
(v) generally is not paying its debts as they become due;
(h) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(i) is for relief against ACC in an involuntary case,
(ii) appoints a Custodian of ACC or for all or substantially
all of the property of ACC, or
(iii) orders the liquidation of ACC;
and the order or decree remains unstayed and in effect for 60 consecutive days.
ARTICLE II
MISCELLANEOUS
SECTION 2.1. For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(A) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture and (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
any particular Article, Section or other subdivision.
SECTION 2.2. On the Effective Date, the Indenture shall be modified in
accordance therewith, but except as expressly amended hereby, the Indenture is
in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect.
SECTION 2.3. On the Effective Date, this Supplemental Indenture shall
form a part of the Indenture and the Supplemental Indenture and the Indenture
shall be read, taken and construed as one and the same instrument for all
purposes, and every holder of Debentures heretofore or hereafter authenticated
and delivered under the Indenture shall be bound hereby.
SECTION 2.4. This Supplemental Indenture shall become effective, and
the effective date (the "Effective Date") shall be deemed to have occurred, upon
the receipt by the Trustee of a written notice from the Company that the
conditions to the Offer to Purchase the Debentures and Consent Solicitation
dated December 6, 2002, have been satisfied or waived by the Company and that
the Company has accepted all validly tendered Debentures for payment.
SECTION 2.5. The Trustee accepts the amendment to the Indenture
effected by this Supplemental Indenture and agrees to execute the trust created
by the Indenture, as hereby amended, but only upon the terms and conditions set
forth in the Indenture, as hereby amended, including the terms and provisions
defining and limiting the liabilities and responsibilities of the
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Trustee, which terms and provisions shall in like manner define and limit the
Trustee's liabilities in the performance of the trust created by the Indenture,
as hereby amended. Without limiting the generality of the foregoing, the Trustee
has no responsibility for the correctness of the recitals of fact herein
contained which shall be taken as the statements of the Company and makes no
representations as to the validity or sufficiency of this Supplemental
Indenture, except as to the due and valid execution hereof by the Trustee, and
shall incur no liability or responsibility in respect of the validity thereof.
The Trustee's execution of this Supplemental Indenture should not be construed
to be an approval or disapproval of the advisability of the amendments to the
Indenture provided herein.
SECTION 2.6. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
SECTION 2.7. This Supplemental Indenture may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, and all of such counterparts shall together constitute one and the
same instrument.
SECTION 2.8. The Company shall compensate and indemnify the Trustee in
respect of this Supplemental Indenture to the same extent as set forth in
Section 7.07 of the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and the Company has caused its corporate seal to
be hereunto affixed, all as of the day and year first above written.
ALLBRITTON COMMUNICATIONS COMPANY
By: /s/ Stephen P. Gibson
Name: Stephen P. Gibson
Title: Senior Vice President-Chief Financial Officer
(SEAL)
STATE STREET BANK AND TRUST COMPANY
By: /s/ Earl W. Dennison
Name: Earl W. Dennison
Title: Vice President