SBGI · Sinclair, Inc. · Financials

Verified covenant terms

• Section 4.19 · After-Acquired Property if the Issuer or any Guarantor creates any additional security interest upon any property or asset that would constitute Collateral to secure any First Lien Obligations, it must concurrently grant a first-priority perfected security interest SECTION 4.19. After-Acquired Property.
  Full wording and supporting evidence

  Source evidence: From and after the Issue Date, and subject to the applicable limitations set forth in the Security Documents and this Indenture (including with respect to Excluded Assets), if the Issuer or any Guarantor creates any additional security interest upon any property or asset that would constitute Collateral to secure any First Lien Obligations, it must concurrently grant a first-priority perfected security interest (subject to Permitted Liens and the terms of the Intercreditor Agreements) upon any such Collateral, as security for the Notes Obligations.

  Target identity evidence: INDENTURE, dated as of February 12, 2025, among Sinclair Television Group, Inc., a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of $1,430,000,000 aggregate principal amount of the Issuer’s 8.125% First-Out First Lien Secured Notes due 2033 (the “Notes”); and

• Section 4.14(a) · Change of Control Triggering Event the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) Springing Trigger: Change of Control Triggering Event SECTION 4.14. Change of Control Triggering Event.
  Full wording and supporting evidence

  Source evidence: If a Change of Control Triggering Event occurs with respect to the Notes, unless, prior to the time the Issuer is required to make a Change of Control Offer, the Issuer has previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all of the outstanding Notes pursuant to Section 3.07 or Section 11.01, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date.

  Target identity evidence: INDENTURE, dated as of February 12, 2025, among Sinclair Television Group, Inc., a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of $1,430,000,000 aggregate principal amount of the Issuer’s 8.125% First-Out First Lien Secured Notes due 2033 (the “Notes”); and

• Section 4.03(d) · Reports and Other Information Parent or the Issuer, as the case may be, shall furnish to prospective investors in the Notes, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act SECTION 4.03. Reports and Other Information.
  Full wording and supporting evidence

  Source evidence: (d) To the extent not satisfied by the foregoing, Parent or the Issuer, as the case may be, shall furnish to prospective investors in the Notes, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

  Target identity evidence: INDENTURE, dated as of February 12, 2025, among Sinclair Television Group, Inc., a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of $1,430,000,000 aggregate principal amount of the Issuer’s 8.125% First-Out First Lien Secured Notes due 2033 (the “Notes”); and

  Target scope evidence: Parent or the Issuer, as the case may be, shall furnish to prospective investors in the Notes, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

• Section 4.03(a) · Reports and Other Information Parent shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors Exceptions: (i) in no event shall such reports be required to comply with Rule 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC from time to time and (ii) in no event shall such reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein SECTION 4.03. Reports and Other Information.
  Full wording and supporting evidence

  Source evidence: (a) So long as any Notes are outstanding, Parent shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Notes are outstanding, whether or not Parent is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shall furnish to the Holders (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of Parent, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) with respect to the Issuer and (y) with respect to the annual financial statements only, a report on the annual financial statements by the Parent’s independent registered public accounting firm; provided, however, that (i) in no event shall such reports be required to comply with Rule 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC from time to time and (ii) in no event shall such reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein

  Target identity evidence: INDENTURE, dated as of February 12, 2025, among Sinclair Television Group, Inc., a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of $1,430,000,000 aggregate principal amount of the Issuer’s 8.125% First-Out First Lien Secured Notes due 2033 (the “Notes”); and

  Target scope evidence: In addition, so long as any Notes are outstanding, whether or not Parent is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shall furnish to the Holders

• Section 6.01(a)(3) · Events of Default the failure by the Issuer or any Guarantor to comply with or remedy a breach of any covenant in this Indenture applicable to the Notes for more than 90 consecutive days after receipt of written notice Springing Trigger: written notice given to the Issuer by the Trustee or the Holders of not less than 30% in principal amount of the outstanding Notes SECTION 6.01. Events of Default.
  Full wording and supporting evidence

  Source evidence: the failure by the Issuer or any Guarantor to comply with or remedy a breach of any covenant in this Indenture applicable to the Notes for more than 90 consecutive days after receipt of written notice given to the Issuer by the Trustee or the Holders of not less than 30% in principal amount of the outstanding Notes (other than those described in clauses (1) through (2) above), except that a failure to comply with Section 4.03 shall only be an Event of Default if it shall have existed and not been remedied for more than 180 consecutive days after written notice given to the Issuer by the Trustee or the Holders of not less than 30% in principal amount of the outstanding Notes;

  Target identity evidence: INDENTURE, dated as of February 12, 2025, among Sinclair Television Group, Inc., a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of $1,430,000,000 aggregate principal amount of the Issuer’s 8.125% First-Out First Lien Secured Notes due 2033 (the “Notes”); and

• Section 6.01(a)(2) · Events of Default the failure to pay any interest installment on the Notes when due and payable, which failure continues for more than 30 days SECTION 6.01. Events of Default.
  Full wording and supporting evidence

  Source evidence: the failure to pay any interest installment on the Notes when due and payable, which failure continues for more than 30 days;

  Target identity evidence: INDENTURE, dated as of February 12, 2025, among Sinclair Television Group, Inc., a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of $1,430,000,000 aggregate principal amount of the Issuer’s 8.125% First-Out First Lien Secured Notes due 2033 (the “Notes”); and

• Section 6.01(a)(1) · Events of Default the failure to pay the principal of (or premium, if any, on) the Notes when due and payable and such failure remains uncured SECTION 6.01. Events of Default.
  Full wording and supporting evidence

  Source evidence: the failure to pay the principal of (or premium, if any, on) the Notes when due and payable and such failure remains uncured;

  Target identity evidence: INDENTURE, dated as of February 12, 2025, among Sinclair Television Group, Inc., a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of $1,430,000,000 aggregate principal amount of the Issuer’s 8.125% First-Out First Lien Secured Notes due 2033 (the “Notes”); and

• Section 6.02 · Acceleration the Trustee or the Holders of at least 30% in aggregate principal amount of the then total outstanding Notes may by a notice in writing to the Issuer SECTION 6.02. Acceleration.
  Full wording and supporting evidence

  Source evidence: If any Event of Default (other than an Event of Default specified in clauses (6) and (7) of Section 6.01(a) (with respect to the Issuer, any Subsidiary of Parent that is a Parent Guarantor or Parent)) with respect to the Notes at the time outstanding occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in aggregate principal amount of the then total outstanding Notes may by a notice in writing to the Issuer (and to the

  Target identity evidence: INDENTURE, dated as of February 12, 2025, among Sinclair Television Group, Inc., a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of $1,430,000,000 aggregate principal amount of the Issuer’s 8.125% First-Out First Lien Secured Notes due 2033 (the “Notes”); and

• Section 4.16(a) · Covenant Suspension beginning on the Suspension Date, Parent, the Issuer and its Restricted Subsidiaries will not be subject to Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.15 and clause (4) of Section 5.01(a) SECTION 4.16. Covenant Suspension.
  Full wording and supporting evidence

  Source evidence: If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies in the event the Notes are rated by two Rating Agencies, or from any two of three Rating Agencies in the event the Notes are rated by three Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture with respect to the Notes (the occurrence of the events described in the foregoing clauses (i) and (ii), a “Covenant Suspension Event” and the date thereof, the “Suspension Date”), then, beginning on the Suspension Date, Parent, the Issuer and its Restricted Subsidiaries will not be subject to Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.15 and clause (4) of Section 5.01(a) (collectively, the “Suspended Covenants”) until the occurrence of the Reversion Date (as defined below).

  Target identity evidence: INDENTURE, dated as of February 12, 2025, among Sinclair Television Group, Inc., a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of $1,430,000,000 aggregate principal amount of the Issuer’s 8.125% First-Out First Lien Secured Notes due 2033 (the “Notes”); and

  Target scope evidence: the Notes have Investment Grade Ratings from both Rating Agencies in the event the Notes are rated by two Rating Agencies, or from any two of three Rating Agencies in the event the Notes are rated by three Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture with respect to the Notes

• Section 4.15 · Additional Note Guarantees the Issuer shall not permit any of its Domestic Subsidiaries that is a Wholly-Owned Subsidiary that is a Restricted Subsidiary (other than the Guarantors and any Receivables Subsidiary), to become an obligor SECTION 4.15. Additional Note Guarantees.
  Full wording and supporting evidence

  Source evidence: From and after the Issue Date, the Issuer shall not permit any of its Domestic Subsidiaries that is a Wholly-Owned Subsidiary that is a Restricted Subsidiary (other than the Guarantors and any Receivables Subsidiary), to become an obligor with respect to any Indebtedness owed and outstanding for the Obligations under the Senior Credit Facilities or any other Indebtedness of the Issuer or the Guarantors in an aggregate principal amount in excess of $100.0 million or (ii) to incur Indebtedness in an aggregate principal amount in excess of $100.0 million that is guaranteed (including via a pledge of assets) by the Issuer or any Guarantor, in each case of clause (i) and (ii), unless such Subsidiary within 60 days executes and delivers a supplemental indenture to this Indenture providing for a Note Guarantee by such Subsidiary and joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the Holders of the Notes in the Collateral of such Subsidiary.

  Target identity evidence: INDENTURE, dated as of February 12, 2025, among Sinclair Television Group, Inc., a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of $1,430,000,000 aggregate principal amount of the Issuer’s 8.125% First-Out First Lien Secured Notes due 2033 (the “Notes”); and

  Target scope evidence: providing for a Note Guarantee by such Subsidiary and joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the Holders of the Notes in the Collateral of such Subsidiary.

• Section 4.05 · Taxes The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies Exceptions: except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes SECTION 4.05. Taxes.
  Full wording and supporting evidence

  Source evidence: The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

  Target identity evidence: INDENTURE, dated as of February 12, 2025, among Sinclair Television Group, Inc., a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of $1,430,000,000 aggregate principal amount of the Issuer’s 8.125% First-Out First Lien Secured Notes due 2033 (the “Notes”); and