EXHIBIT 4.1
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of May 12, 2003, among TVL Broadcasting, Inc., a Delaware corporation; TVL
Broadcasting of Abilene, Inc., a Delaware corporation; WEYI Television, Inc., a
Delaware corporation; TVL Broadcasting of Rhode Island, LLC, a Delaware limited
liability company; WEYI Broadcasting, LLC, a Delaware limited liability company;
WDTN Broadcasting, LLC, a Delaware limited liability company; WUPW Broadcasting,
LLC, a Delaware limited liability company; and Abilene Broadcasting, LLC, a
Delaware limited liability company (each a "Guaranteeing Subsidiary"), each of
which is a direct or indirect, wholly-owned subsidiary of LIN Television
Corporation (or its permitted successor), a Delaware corporation (the
"Company"), the Company and The Bank of New York, as successor trustee under the
Indenture referred to below (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of June 14, 2001, providing
for the issuance of an aggregate principal amount of up to $210 million of 8%
Senior Notes due 2008 (the "Notes");
WHEREAS, the Indenture provides that under certain
circumstances each Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture, pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company's Obligations under the Notes
and the Indenture on the terms and conditions set forth herein (the "Subsidiary
Guarantee"); and
WHEREAS, pursuant to Section 10.06 of the Indenture, the
Trustee is authorized 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,
each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby
agrees to jointly and severally guarantee to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
the Notes or the obligations of the Company hereunder or thereunder, on a senior
basis pursuant to, and in accordance with, the terms and conditions of Article
Eleven of the Indenture and to otherwise assume the obligations and rights as a
Guarantor under the Indenture.
3. RELEASES. Upon receipt by the Trustee of a request by the
Company accompanied by an Officers' Certificate certifying as to compliance with
Section 11.03 of the Indenture, the Trustee shall deliver an appropriate
instrument evidencing such release.
4. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture, or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws, and it is the view of the SEC that such a waiver is against
public policy.
5. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
6. 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.
7. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
8. 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 each Guaranteeing Subsidiary and the
Company.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first written above.
TVL Broadcasting, Inc.
TVL Broadcasting of Abilene, Inc.
WEYI Television, Inc.
By: /s/ Deborah R. Jacobson
Name: Deborah R. Jacobson
Title: Vice President Corporate
Development and Treasurer
TVL Broadcasting of Rhode Island, LLC
WEYI Broadcasting, LLC
WDTN Broadcasting, LLC
WUPW Broadcasting, LLC
Abilene Broadcasting, LLC
By: TVL Broadcasting, Inc., its Managing
Member
By: /s/ Deborah R. Jacobson
Name: Deborah R. Jacobson
Title: Vice President Corporate
Development and Treasurer
LIN Television Corporation
(formerly LIN Acquisition Company)
By: /s/ Deborah R. Jacobson
Name: Deborah R. Jacobson
Title: Vice President Corporate
Development and Treasurer
The Bank of New York, as Trustee
By: /s/ Margaret M. Ciesmelewski
Name: Margaret M. Ciesmelewski
Title: Vice President