HEARST-ARGYLE TELEVISION, INC.

                 Common Stock of Hearst-Argyle Television, Inc.

                         to be issued upon conversion of

              7.5% Series A and B Convertible Preferred Securities

                         (Liquidation Preference $50 per

                         Convertible Preferred Security)

                         of Hearst-Argyle Capital Trust





                          REGISTRATION RIGHTS AGREEMENT



                                       As of December 20, 2001





To the Purchasers Whose Names Appear in

  the Acceptance Form at the End Hereof



Ladies and Gentlemen:



     Hearst-Argyle Capital Trust, a statutory business trust created under the

laws of the State of Delaware (the "Trust") by Hearst-Argyle Television, Inc., a

Delaware corporation (the "Guarantor"), proposes to issue and sell to each of

you (each a "Purchaser", and collectively, the "Purchasers"), upon the terms set

forth in a Securities Purchase Agreement dated as of December 20, 2001 (the

"Purchase Agreement") among the Purchasers, the Guarantor and the Trust up to

1,400,000 of its 7.5% Series A Convertible Preferred Securities (liquidation

preference $50 per Convertible Preferred Security) (the "Series A Preferred

Securities") and 2,600,000 of its 7.5% Series B Convertible Preferred Securities

(liquidation preference $50 per Convertible Preferred Security (the "Series B

Preferred Securities" and, together with the Series A Preferred Securities, the

"Preferred Securities"). As an inducement to you to enter into the Purchase

Agreement and in satisfaction of a condition to your obligations thereunder, the

Guarantor agrees with you, (i) for your benefit and (ii) for the benefit of the

holders from time to time of the Preferred Securities, the Guarantor's 7.5%

Convertible Junior Subordinated Deferrable Interest Debentures, Series A, Due

2016 (the "Series A Debentures") and the Guarantor's 7.5% Convertible Junior

Subordinated Deferrable Interest Debentures, Series B, Due 2021 (the "Series B

Debentures" and, together with the Series A Debentures, the "Debentures") and

the Guarantor's Common Stock, $1 par value per share (the "Common



<PAGE>

                                       2







Stock"), that have been issued from time to time upon conversion of the

Preferred Securities or the Debentures (individually a "Holder" and collectively

the "Holders"), as follows:



                  1. Definitions. Capitalized terms used herein without

                     -----------

definition shall have their respective meanings set forth in or pursuant to the

Purchase Agreement or, if not defined therein, in the Declaration of Trust dated

as of December 20, 2001 (the "Declaration") relating to the Trust. As used in

this Agreement, the following capitalized defined terms shall have the following

meanings:



                  "Act" or "Securities Act" means the Securities Act of 1933, as

amended.



                  "Affiliate" means, at any time, with respect to any person

(including without limitation the Trust), any other person that at such time

directly or indirectly through one or more intermediaries Controls, or is

Controlled by, or is under common Control with, such first person. Unless the

context otherwise clearly requires, any reference to an "Affiliate" is a

reference to an Affiliate of the Guarantor.



                  "Commission" means the Securities and Exchange Commission.



                  "Control" means the possession, directly or indirectly, of the

power to direct or cause the direction of the management and policies of a

person, whether through the ownership of voting securities, by contract or

otherwise; and the terms "Controlling" and "Controlled" have meanings

correlative to the foregoing.



                  "Exchange Act" means the Securities Exchange Act of 1934, as

amended.



                  "Majority Holders" means the holders of a majority of the

Registrable Securities covered by the Shelf Registration Statement.



                  "Managing Underwriters" means the investment banker or

investment bankers and manager or managers that shall administer an underwritten

offering, if any, as set forth in Section 6 hereof.



                  "Prospectus" means the prospectus included in the Shelf

Registration Statement (including, without limitation, a prospectus that

discloses information previously omitted from a prospectus filed as part of an

effective registration statement in reliance upon Rule 430A under the Act), as

amended or supplemented by any prospectus supplement, with respect to the terms

of the offering of any portion of the Registrable Securities.



                  "Pulitzer Registration Rights Agreement" means the

Registration Rights Agreement dated May 25, 1998 by and among the Guarantor,

Emily Rauh Pulitzer, David E. Moore and Michael E. Pulitzer.



                  "Registrable Securities" means the shares of Common Stock

issued or issuable upon conversion of the Preferred Securities or the Debentures

other than shares of Common Stock which at the time have been sold or

transferred pursuant to Rule 144 under the Act.



                  "Shelf Registration" means a registration effected pursuant to

Section 2 hereof.



<PAGE>

                                       3







                  "Shelf Registration Period" has the meaning set forth in

Section 2(b) hereof.



                  "Shelf Registration Statement" means the "shelf" registration

statement of the Guarantor pursuant to the provisions of Section 2 hereof filed

with the Commission which covers some or all of the Registrable Securities, as

applicable, on an appropriate form under Rule 415 under the Act, or any similar

rule that may be adopted by the Commission, amendments and supplements to such

registration statement, including post-effective amendments, in each case

including the Prospectus contained therein, all exhibits thereto and all

material incorporated by reference therein.



                  "Underwriter" means any underwriter of Registrable Securities

in connection with an offering thereof under the Shelf Registration Statement.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC