REGISTRATION RIGHTS AGREEMENT

between

SINCLAIR BROADCAST GROUP, INC.

and

BEAR, STEARNS & CO. INC.,

UBS WARBURG LLC,

J.P. MORGAN SECURITIES INC.,

DEUTSCHE BANK SECURITIES INC.

and

WACHOVIA SECURITIES, INC.

Dated as of May 20, 2003

        This REGISTRATION RIGHTS AGREEMENT, dated as of May 20, 2003, is between SINCLAIR BROADCAST GROUP, INC., a Maryland corporation (together with any successor entity, herein referred to as the "Issuer"), and BEAR, STEARNS & CO. INC., UBS WARBURG LLC, J.P. MORGAN SECURITIES INC., DEUTSCHE BANK SECURITIES INC. and WACHOVIA SECURITIES, INC. (collectively, the "Initial Purchasers").

        Pursuant to the Purchase Agreement, dated May 14, 2003, between the Issuer and the Initial Purchasers (the "Purchase Agreement"), the Initial Purchasers have agreed to purchase from the Issuer $125,000,000 aggregate principal amount at maturity of Convertible Subordinated Notes due 2018 (the "Firm Notes") and have the option to purchase, solely for the purpose of covering over-allotments in connection with the sale of the Firm Notes, up to an additional $25,000,000 aggregate principal amount at maturity of the Issuer's Convertible Subordinated Notes due 2018 (the "Optional Notes" and, together with the Firm Notes, the "Convertible Notes"). The Convertible Notes will be convertible into fully paid, nonassessable class A common stock, par value $0.01 per share, of the Issuer (the "Common Stock") on the terms, and subject to the conditions, set forth in the Indenture (as defined herein). To induce the Initial Purchasers to purchase the Convertible Notes, and in satisfaction of a condition to the Initial Purchasers' obligations under the Purchase Agreement, the Issuer has agreed to provide the registration rights set forth in this Agreement.

        The Company agrees with the Initial Purchasers (i) for their benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to time of the Convertible Notes and the beneficial owners from time to time of the Common Stock issued upon conversion of the Convertible Notes (each of the foregoing a "Holder"), as follows:

        1.    Definitions.    As used in this Agreement, the following capitalized terms shall have the following meanings:

        "Additional Interest": As defined in Section 3(a) hereof.

        "Additional Interest Payment Date": Each interest payment date with respect to the Convertible Notes and each January 15 and July 15 in the case of the Common Stock.

        "Advice": As defined in Section 4(c)(ii) hereof.

        "Affiliate": With respect to any specified Person, means an "Affiliate," as defined in Rule 144 under the Securities Act, of such Person.

        "Agreement": This Registration Rights Agreement, as it may be amended from time to time in accordance with the terms hereof.

        "Blue Sky Application": As defined in Section 6(a)(i) hereof.

        "Broker-Dealer": Any broker or dealer registered under the Exchange Act.

        "Business Day": Each day of the year other than a Saturday or Sunday or other day on which banking institutions in the City of New York are required or authorized by law or regulation to close.

        "Closing Date": The date of this Agreement.

        "Commission": The United States Securities and Exchange Commission.

        "Common Stock": The shares of class A common stock, par value $0.01 per share, of the Issuer and any other shares of capital stock that may constitute "Common Stock" for purposes of the Indenture.

        "Control": With respect to a Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

        "Convertible Notes": As defined in the preamble hereto, including both the $125,000,000 aggregate principal amount at issuance of the Firm Notes and up to $25,000,000 aggregate principal amount at

issuance of the Optional Notes which the Initial Purchasers may purchase if they elect to exercise their overallotment option.

        "Effectiveness Period": As defined in Section 2(a)(iii) hereof.

        "Effectiveness Target Date": As defined in Section 2(a)(ii) hereof.

        "Exchange Act": The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "Holder": A Person who owns, beneficially or otherwise, Registrable Securities.

        "Indemnified Party": As defined in Section 6(a) hereof.

        "Indenture": The Indenture, dated as of May 20, 2003, between the Issuer and Wachovia Bank, National Association (formerly First Union National Bank), as trustee (the "Trustee"), pursuant to which the Convertible Notes are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC