SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of October 31,
1998, among Benedek Broadcasting Corporation, a Delaware corporation (the
"Company"), Benedek License Corporation, a Delaware corporation ("BLC"), as
successor by merger to Benedek Broadcasting Company, L.L.C., a Delaware limited
liability company ("LLC"), Xxxxxx X. Xxxxx, solely in his capacity as Trustee
("Trustee") under The WMTV Trust, a Wisconsin trust (the "Trust"), WMTV License
Co., LLC, a Delaware limited liability company ("License Co.") and The Bank of
New York, as trustee ("BONY"), amends and supplements the Indenture (as defined
below).
R E C I T A L S
Section 1. The Company, LLC and BONY entered into the
Indenture, dated as of March 1, 1995 (the "Indenture"), relating to the
Company's Series A and Series B 11-7/8% Senior Secured Notes due 2005 (the
"Notes").
Section 2. The Company's obligations in respect of the Notes
and under the Indenture were guaranteed by LLC.
Section 3. The LLC merged with and into BLC and, pursuant to
the First Supplemental Indenture dated as of June 6, 1996, among the Company,
BLC, and BONY (the "First Supplemental Indenture"), BLC assumed LLC's
obligations under the Indenture.
Section 4. The Company owns and operates television station
WMTV(TV) Madison, Wisconsin ("WMTV") and the licenses and authorizations issued
by the Federal Communications Commission ("FCC") for WMTV are owned by BLC.
Pursuant to certain FCC rules and regulations, the Company is transferring the
assets of WMTV to the Trustee, and BLC is transferring the licenses and
authorizations issued by the FCC in respect of WMTV to License Co., of which the
Trustee is the sole member.
Section 5. The parties hereto wish to reflect the express
assumption by the Trustee and License Co. of the obligations of BLC set forth in
the First Supplemental Indenture.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and intending to be legally binding, the parties
hereto hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise
defined herein are used as defined in the Indenture as supplemented by the First
Supplemental Indenture.
Section 2. Each of the Company, BLC, the Trustee and License
Co. hereby acknowledges and agrees that, by virtue of the transfer of assets to
the Trustee and License Co., the Trustee and License Co. have become parties to
the Indenture in accordance with Article X of the Indenture and are jointly and
severally responsible for all the liabilities and obligations of BLC under the
First Supplemental Indenture. Accordingly, each of the Trustee and License Co.
hereby expressly assume all the liabilities and obligations of BLC under the
First Supplemental Indenture as set forth in Article X of the Indenture. Nothing
contained herein shall limit or otherwise affect the obligations of BLC under
the First Supplemental Indenture.
Section 3. Each of the Trust and License Co. is a Wholly Owned
Subsidiary and a Restricted Subsidiary as those terms are defined in the
Indenture.
Section 4. This Second Supplemental Indenture shall be
governed by and construed in accordance with the law of the State of New York.
Section 5. The Second Supplemental Indenture may be executed
in any number of counterparts, each of which, when so executed, shall be deemed
to be an original, but all of which shall together constitute but one and the
same instrument.
Section 6. This Second Supplemental Indenture is an amendment
supplemental to the Indenture and the First Supplemental Indenture and said
Indenture, First Supplemental Indenture and this Second Supplemental Indenture
shall henceforth be read together.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be executed as of the day and year first above
written.
XXXXXX X. XXXXX, SOLELY IN
HIS CAPACITY AS TRUSTEE
under The WMTV Trust, a Wisconsin trust
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
Attest: /s/
--------------------
WMTV LICENSE CO., LLC
By: XXXXXX X. XXXXX, SOLELY IN
------------------------------------
HIS CAPACITY AS TRUSTEE
under The WMTV Trust, a Wisconsin
trust
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
Attest: /s/
--------------------
THE BANK OF NEW YORK,
as trustee,
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Attest: /s/
--------------------
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BENEDEK BROADCASTING CORPORATION
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President/Controller
Attest: /s/
--------------------
BENEDEK LICENSE CORPORATION
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President/Controller
Attest: /s/
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