SINCLAIR BROADCAST GROUP, INC.,

THE GUARANTORS NAMED HEREIN, AND

DEUTSCHE BANC ALEX. BROWN INC.,
J.P. MORGAN SECURITIES INC.
BEAR, STEARNS & CO. INC.
SCOTIA CAPITAL (USA) INC.
LEHMAN BROTHERS INC.
MORGAN STANLEY & CO. INCORPORATED

REGISTRATION RIGHTS AGREEMENT

Dated December 10, 2001

REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of December 10, 2001, by and among Sinclair Broadcast Group, Inc., a Maryland corporation ("Sinclair" or the "Company"), the Guarantors (as defined below), and Deutsche Banc Alex. Brown Inc., J.P. Morgan Securities Inc., Bear, Stearns & Co. Inc., Scotia Capital (USA) Inc., Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated, as the initial purchasers (the "Initial Purchasers") of the Company's 8³/4% Senior Subordinated Notes due 2011 (the "Notes"), which are guaranteed by each of the entities listed on Schedule I hereto (each a "Guarantor" and collectively the "Guarantors").

        This Agreement is made pursuant to the Purchase Agreement, dated as of November 29, 2001, among the Company, the Guarantors and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of $310,000,000 aggregate principal amount of the Company's Notes, which Notes are guaranteed (the "Guarantees") to the extent set forth in the Indenture (as defined below), the Notes and the Guarantees.

        In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights with respect to the Notes and the Guarantees as set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

        1.    Definitions.    

        As used in this Agreement, the following capitalized defined terms shall have the following meanings:

        "Business Day" means any day other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in Maryland or The City of New York are authorized or obligated by law or executive order to close or (iii) a day on which the office of the trustee or transfer agent, as the case may be, or an affiliate or agent thereof at which at any particular time the corporate trust business for the purposes of the Indenture shall be principally administered is closed for business.

        "Closing Date" shall mean the date on which the Notes are initially issued by the Company and the Guarantees are initially issued by the Guarantors, in each case, to the Initial Purchasers.

        "Commission" shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

        "Company" shall have the meaning set forth in the preamble.

        "Effective Period" shall have the meaning set forth in Section 2(b).

        "Effective Time", in the case of (i) an Exchange Offer, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration effective or as of which the Shelf Registration otherwise becomes effective.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

        "Exchange Date" shall have the meaning set forth in Section 2(a)(ii).

        "Exchange Guarantees" shall have the meaning assigned thereto in Section 2(a) hereof.

2

        "Exchange Notes" shall have the meaning assigned thereto in Section 2(a) hereof.

        "Exchange Offer" shall have the meaning assigned thereto in Section 2(a) hereof.

        "Exchange Offer Registration" shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

        "Exchange Offer Registration Statement" shall mean an exchange offer registration statement of the Company and the Guarantors on Form S-4 (or, if applicable, on another appropriate form) which covers all of the Exchange Securities, and all 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.

        "Exchange Securities" shall have the meaning assigned thereto in Section 2(a) hereof.

        "Guarantees" shall have the meaning set forth in the preamble.

        "Guarantors" shall have the meaning set forth in the preamble.

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