Exhibit 4.2


 


EXECUTION VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT dated October 4, 2010 (the “Agreement”) is
entered into by and among Sinclair Television Group, Inc., a Maryland
corporation (the “Company”), the guarantors  listed in
Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities LLC (“J.P.
Morgan”) as representative for Wells Fargo Securities, LLC, Citadel Securities
LLC, BNP Paribas Securities Corp. and UBS Securities LLC (collectively with
J.P. Morgan, the “Initial Purchasers”).


 


The
Company, the Guarantors and the Initial Purchasers are parties to the Purchase
Agreement dated September 21, 2010 (the “Purchase Agreement”), which
provides for the sale by the Company to the Initial Purchasers of $250,000,000
aggregate principal amount of the Company’s 8.375% Senior Notes due 2018 (the “Securities”)
which will be guaranteed on an unsecured senior basis by each of the
Guarantors.  As an inducement to 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 set forth in this
Agreement.  The execution and delivery of
this Agreement is a condition to the closing under the Purchase Agreement.


 


In
consideration of the foregoing, the parties hereto agree as follows:


 


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


 


“Additional Guarantor” shall mean any subsidiary of the
Company that executes a Guarantee under the Indenture after the date of this
Agreement.


 


“Business Day” shall mean any day that is not a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed.


 


“Closing
Date” shall mean the Closing Date as defined in the Purchase Agreement.


 


“Company”
shall have the meaning set forth in the preamble and shall also include the
Company’s successors.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.


 


“Exchange
Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.


 

















 


“Exchange
Offer” shall mean the exchange offer by the Company and the Guarantors of
Exchange Securities for Registrable Securities pursuant to 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 on Form S-4 (or, if applicable, on another appropriate form) and
all amendments and supplements to such registration statement, in each case
including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference therein.


 


“Exchange
Securities” shall mean senior notes issued by the Company and guaranteed by the
Guarantors under the Indenture containing terms identical to the Securities
(except that the Exchange Securities will not be subject to restrictions on transfer
or to any increase in annual interest rate for failure to comply with this
Agreement) and to be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc. or any
successor entity thereto.


 


“Free
Writing Prospectus” means each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Company or used or
referred to by the Company in connection with the sale of the Securities or the
Exchange Securities.


 


“Guarantees”
shall mean the guarantees of the Securities and Exchange Securities by the
Guarantors under the Indenture.


 


“Guarantors”
shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors and any Additional Guarantors.


 


“Holders”
shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect
transferees who become owners of Registrable Securities under the Indenture; provided
that for purposes of Sections 4 and 5 of this Agreement, the term “Holders”
shall include Participating Broker-Dealers.


 


“Indemnified
Person” shall have the meaning set forth in Section 5(c) hereof.


 


“Indemnifying
Person” shall have the meaning set forth in Section 5(c) hereof.


 


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“Indenture”
shall mean the Indenture relating to the Securities dated as of October 4,
2010 among the Company, the Guarantors and U.S. Bank National Association, as
trustee, and as the same may be amended from time to time in accordance with
the terms thereof.


 


“Initial
Purchasers” shall have the meaning set forth in the preamble.


 


“Inspector”
shall have the meaning set forth in Section 3(a)(xiii) hereof.


 


“Issuer
Information” shall have the meaning set forth in Section 5(a) hereof.


 


“J.P.
Morgan” shall have the meaning set forth in the preamble.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount
of the outstanding Registrable Securities; provided that whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, any Registrable Securities owned directly or
indirectly by the Company or any of its affiliates shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage or amount; and provided, further, that if the
Company shall issue any additional Securities under the Indenture prior to
consummation of the Exchange Offer or, if applicable, the effectiveness of any
Shelf Registration Statement, such additional Securities and the Registrable
Securities to which this Agreement relates shall be treated together as one
class for purposes of determining whether the consent or approval of Holders of
a specified percentage of Registrable Securities has been obtained.


 


“Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.


 


“Person”
shall mean an individual, partnership, limited liability company, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in, or, pursuant to the rules and
regulations of the Securities Act, deemed a part of, a Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement, including a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any
document incorporated by reference therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble.


 


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“Registrable
Securities” shall mean the Securities; provided that the Securities
shall cease to be Registrable Securities (i) when a Registration Statement
with respect to such Securities has become effective under the Securities Act
and such Securities have been exchanged or disposed of pursuant to such
Registration Statement, (ii) with respect to Securities eligible to be
registered thereon, upon the expiration of the Exchange Offer period with
respect to any Exchange Offer Registration Statement if all Securities validly
tendered in connection with such Exchange Offer shall have been exchanged for
Exchange Securities, (iii) when such Securities have been sold to the
public pursuant to Rule 144 under the Securities Act, or any successor
provision, (iv) the date that is two years from the Closing Date or (v) when
such Securities cease to be outstanding.


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including
without limitation: (i) all SEC, stock exchange or FINRA registration and
filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable fees
and disbursements of counsel for any Underwriters or Holders in connection with
blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all
expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
Prospectus and any amendments or supplements thereto, any underwriting
agreements, securities sales agreements or other similar agreements and any
other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and
disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements of the Trustee and its
counsel, (vii) the fees and disbursements of counsel for the Company and
the Guarantors and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Holders (which counsel shall be selected
by the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent
public accountants of the Company and the Guarantors, including the expenses of
any special audits or “comfort” letters required by or incident to the
performance of and compliance with this Agreement, but excluding fees and
expenses of counsel to the Underwriters (other than fees and expenses set forth
in clause (ii) above) or the Holders and underwriting discounts and
commissions, brokerage commissions and transfer taxes, if any, relating to the
sale or disposition of Registrable Securities by a Holder.


 


“Registration
Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such registration statement, including post-effective amendments, in
each case including the Prospectus contained therein 


 


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or
deemed a part thereof, all exhibits thereto and any document incorporated by
reference therein.


 


“SEC”
shall mean the United States Securities and Exchange Commission or any
successor entity thereto.


 


“Securities”
shall have the meaning set forth in the preamble.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf
Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.


 


“Shelf
Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.


 


“Shelf
Registration” shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement of the
Company and the Guarantors that covers all or a portion of the Registrable
Securities (but no other securities unless approved by a majority of the
Holders whose Registrable Securities are to be covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the
Securities Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained therein
or deemed a part thereof, all exhibits thereto and any document incorporated by
reference therein.


 


“Shelf
Request” shall have the meaning set forth in Section 2(b) hereof.


 


“Staff”
shall mean the staff of the SEC.


 


“Target
Registration Date” shall have the meaning set forth in Section 2(d) hereof.


 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
to time.


 


“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.


 


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“Underwritten
Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.


 


2.             Registration Under the
Securities Act.  (a)  To the
extent not prohibited by any applicable law or applicable interpretations of
the Staff, the Company and the Guarantors shall use their reasonable best
efforts to (i) cause to be filed an Exchange Offer Registration Statement
covering an offer to the Holders to exchange all the Registrable Securities for
Exchange Securities (ii)  cause such Registration Statement to become
effective and (iii) have such Registration Statement remain effective
until 180 days after the last Exchange Date for use by one or more
Participating Broker-Dealers.  The
Company and the Guarantors shall commence the Exchange Offer promptly after the
Exchange Offer Registration Statement is declared effective by the SEC and use
their reasonable best efforts to complete the Exchange Offer not later than 60
days after such effective date.


 


The
Company and the Guarantors shall commence the Exchange Offer by mailing the
related Prospectus, appropriate letters of transmittal and other accompanying
documents to each Holder stating, in addition to such other disclosures as are
required by applicable law, substantially the following:


 


(i)                                     that the
Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be
accepted for exchange;


 


(ii)                                  the dates of
acceptance for exchange (which shall be a period of at least 20 Business Days
from the date such notice is mailed) (the “Exchange Dates”);


 


(iii)                               that any
Registrable Security not tendered will remain outstanding and continue to
accrue interest but will not retain any rights under this Agreement, except as
otherwise specified herein;


 


(iv)                              that any Holder
electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Registrable Security,
together with the appropriate letters of transmittal, to the institution and at
the address (located in the Borough of Manhattan, The City of New York) and in
the manner specified in the notice, or (B) effect such exchange otherwise
in compliance with the applicable procedures of the depositary for such
Registrable Security, in each case prior to the close of business on the last
Exchange Date; and


 


(v)                                 that any Holder
will be entitled to withdraw its election, not later than the close of business
on the last Exchange Date, by (A) sending to the institution and at the
address (located in the Borough of Manhattan, The City of New York) specified
in the notice, a telegram, facsimile 


 


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transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a
statement that such Holder is withdrawing its election to have such Securities
exchanged or (B) effecting such withdrawal in compliance with the
applicable procedures of the depositary for the Registrable Securities.


 


As a condition to participating in the Exchange Offer, a
Holder will be required to represent to the Company and the Guarantors that (i) any
Exchange Securities to be received by it will be acquired in the ordinary
course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Securities in violation of the provisions of the Securities Act, (iii) it
is not an “affiliate” (within the meaning of Rule 405 under the Securities
Act) of the Company or any Guarantor and (iv) if such Holder is a
broker-dealer that will receive Exchange Securities for its own account in
exchange for Registrable Securities that were acquired as a result of
market-making or other trading activities, then such Holder will deliver a
Prospectus (or, to the extent permitted by law, make available a Prospectus to
purchasers) in connection with any resale of such Exchange Securities.


 


As
soon as practicable after the last Exchange Date, the Company and the
Guarantors shall:


 


(i)                                     accept for
exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and


 


(ii)                                  deliver, or
cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and
issue, and cause the Trustee to promptly authenticate and deliver to each
Holder, Exchange Securities equal in principal amount to the principal amount
of the Registrable Securities tendered by such Holder.


 


The
Company and the Guarantors shall use their reasonable best efforts to complete
the Exchange Offer as provided above and shall comply with the applicable
requirements of the Securities Act, the Exchange Act and other applicable laws
and regulations in connection with the Exchange Offer.  The Exchange Offer shall not be subject to
any conditions, other than that the Exchange Offer does not violate any
applicable law or applicable interpretations of the Staff.


 


(b)           (i) In the event that the
Company and the Guarantors determine that the Exchange Offer Registration
provided for in Section 2(a) above is not available or may not be
completed as soon as practicable after the last Exchange Date because it would
violate any applicable law or applicable interpretations of the Staff, (ii) in
the event that the Exchange Offer is not for any other reason 


 


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completed
on or before the date that is 270 days after the Closing Date or (iii) upon
receipt of a written request (a “Shelf Request”) from any Initial
Purchaser  within 30 days after the
consummation of the Exchange Offer representing that it holds Registrable
Securities that are or were ineligible to be exchanged in the Exchange Offer,
the Company and the Guarantors shall use their reasonable best efforts to cause
to be filed as soon as practicable after such determination, date or Shelf
Request, as the case may be, a Shelf Registration Statement providing for the
sale of all the Registrable Securities by the Holders thereof and to have such
Shelf Registration Statement become effective.


 


In
the event that the Company and the Guarantors are required to file a Shelf
Registration Statement pursuant to clause (iii) of the preceding sentence,
the Company and the Guarantors shall use their reasonable best efforts to file
and have become effective both an Exchange Offer Registration Statement
pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to
offers and sales of Registrable Securities held by the Initial Purchasers after
completion of the Exchange Offer.


 


The
Company and the Guarantors agree to use their reasonable best efforts to keep
the Shelf Registration Statement continuously effective until the earlier of (i) one
year after the initial effectiveness of the Shelf Registration Statement and (ii) the
date when all the Registrable Securities covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement (the “Shelf
Effectiveness Period”).  The Company and
the Guarantors further agree to supplement or amend the Shelf Registration
Statement and the related Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder or if reasonably requested by a Holder of Registrable
Securities with respect to information relating to such Holder, and to use
their reasonable best efforts to cause any such amendment to become effective,
if required, and such Shelf Registration Statement and Prospectus to become
usable as soon as thereafter practicable. 
The Company and the Guarantors agree to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly
after its being used or filed with the SEC.


 


(c)           The Company and the Guarantors shall
pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or
Section 2(b) hereof.  Each
Holder shall pay all underwriting discounts and commissions, brokerage
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder’s Registrable Securities pursuant to the Shelf Registration
Statement.


 


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(d)           An Exchange Offer Registration
Statement pursuant to Section 2(a) hereof will not be deemed to have
become effective unless it has been declared effective by the SEC.  A Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC or is automatically effective upon filing with the SEC as
provided by Rule 462 under the Securities Act.


 


In
the event that either the Exchange Offer is not completed or the Shelf
Registration Statement, if required pursuant to Section 2(b)(i) or
2(b)(ii) hereof, has not become effective on or prior to the date that is
270 days after the Closing Date (the “Target Registration Date”), the interest
rate on the Registrable Securities will be increased by (i) 0.25% per
annum for the first 90-day period immediately following the Target Registration
Date and (ii) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until the Exchange Offer is completed or
the Shelf Registration Statement, if required hereby, becomes effective or the
second anniversary of the Closing Date, up to a maximum increase of 1.00% per
annum.  In the event that the Company
receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf
Registration Statement required to be filed thereby has not become effective by
the later of (x) 240 days after the Closing Date or (y) 90 days after
delivery of such Shelf Request (such later date, the “Shelf Additional Interest
Date”), then the interest rate on the Registrable Securities will be increased
by (i) 0.25% per annum for the first 90-day period payable commencing
from  the Shelf Additional Interest Date
and (ii) an additional 0.25% per annum with respect to each subsequent
90-day period, in each case until the Shelf Registration Statement becomes
effective or the second anniversary of the Closing Date, up to a maximum
increase of 1.00% per annum.


 


If
the Shelf Registration Statement, if required hereby, has become effective and
thereafter either ceases to be effective or the Prospectus contained therein
ceases to be usable, in each case whether or not permitted by this Agreement,
at any time during the Shelf Effectiveness Period, and such failure to remain
effective or usable exists for more than 30 days, or, solely with respect to
any suspension in accordance with Section 3(d) hereof, for more than
60 days (in either case, whether or not consecutive) in any 12-month period,
then the interest rate on the Registrable Securities will be increased by 0.25%
per annum commencing on the 31st day (or the
61st day with respect to any suspension in
accordance with Section 3(d) hereof) in such 12-month period for the
first 90-day period following such date and by an additional 0.25% per annum
with respect to each subsequent 90-day period, up to a maximum of 1.00% per
annum, and ending on such date that the Shelf Registration Statement has again
become effective or the Prospectus again becomes usable.


 


(e)           Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company and the
Guarantors acknowledge that any failure by the Company or the Guarantors to
comply with their obligations under Section 


 


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2(a) and
Section 2(b) hereof may result in material irreparable injury to the
Initial Purchasers or the Holders for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, the Initial Purchasers or any Holder
may obtain such relief as may be required to specifically enforce the Company’s
and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.


 


(f)            The Company represents, warrants and
covenants that it (including its agents and representatives) will not prepare,
make, use, authorize, approve or refer to any Free Writing Prospectus.


 


3.             Registration Procedures.  (a) In connection with their obligations
pursuant to Section 2(a) and Section 2(b) hereof, the
Company and the Guarantors shall:


 


(i)            prepare and file with the SEC a
Registration Statement on the appropriate form under the Securities Act, which
form (x) shall be selected by the Company and the Guarantors, (y) shall,
in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the Holders thereof and (z) shall comply as to
form in all material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed therewith; and
use their reasonable best efforts to cause such Registration Statement to
become effective and remain effective for the applicable period in accordance
with Section 2 hereof;


 


(ii)           prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may
be necessary to keep such Registration Statement effective for the applicable
period in accordance with Section 2 hereof and cause each Prospectus to be
supplemented by any required prospectus supplement and, as so supplemented, to
be filed pursuant to Rule 424 under the Securities Act; and keep each
Prospectus current during the period described in Section 4(3) of and
Rule 174 under the Securities Act that is applicable to transactions by
brokers or dealers with respect to the Registrable Securities or Exchange
Securities;


 


(iii)          in the case of a Shelf Registration,
furnish to each Holder of Registrable Securities, to counsel for the Initial
Purchasers, to the one counsel on behalf of all such Holders and to each
Underwriter of an Underwritten Offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus or preliminary prospectus,
and any amendment or supplement thereto, as such Holder, counsel or Underwriter
may reasonably request in order to facilitate the sale or other disposition of
the Registrable Securities thereunder; and the Company and the Guarantors
consent to the use of such Prospectus, preliminary prospectus and any amendment
or supplement thereto in accordance with applicable law by each of the Holders
of Registrable Securities and any such Underwriters in connection with the
offering and sale of the Registrable 


 


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Securities
covered by and in the manner described in such Prospectus, preliminary
prospectus or any amendment or supplement thereto in accordance with applicable
law;


 


(iv)          use their reasonable best efforts to
register or qualify the Registrable Securities under all applicable state
securities or blue sky laws of such jurisdictions as any Holder of Registrable
Securities covered by a Registration Statement shall reasonably request in
writing by the time the applicable Registration Statement becomes effective;
cooperate with such Holders in connection with any filings required to be made
with FINRA; and do any and all other acts and things that may be reasonably
necessary or advisable to enable each Holder to complete the disposition in
each such jurisdiction of the Registrable Securities owned by such Holder; provided
that neither the Company nor any Guarantor shall be required to (1) qualify
as a foreign corporation or other entity or as a dealer in securities in any
such jurisdiction where it would not otherwise be required to so qualify, (2) file
any general consent to service of process in any such jurisdiction or (3) subject
itself to taxation in any such jurisdiction if it is not so subject;


 


(v)           notify counsel for the Initial
Purchasers and, in the case of a Shelf Registration, notify each Holder of
Registrable Securities and the one counsel on behalf of all such Holders
promptly and, if requested by any such Holder or counsel, confirm such advice
in writing (1) when a Registration Statement has become effective, when
any post-effective amendment thereto has been filed and becomes effective and
when any amendment or supplement to the Prospectus has been filed, (2) of
any request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement or Prospectus or for additional
information after the Registration Statement has become effective, (3) of
the issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, including the receipt by the Company of any
notice of objection of the SEC to the use of a Shelf Registration Statement or
any post-effective amendment thereto pursuant to Rule 401(g)(2) under
the Securities Act, (4) if, between the applicable effective date of a
Shelf Registration Statement and the closing of any underwritten sale of
Registrable Securities covered thereby, the representations and warranties of
the Company or any Guarantor contained in any underwriting agreement, if any,
relating to an offering of such Registrable Securities cease to be true and
correct in all material respects or if the Company or any Guarantor receives
any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (5) of the happening of any event during the
period a Registration Statement is effective that makes any statement made in
such Registration Statement or the related Prospectus untrue in any material
respect or that requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading
and (6) of any determination by the Company


 


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or
any Guarantor that a post-effective amendment to a Registration Statement or
any amendment or supplement to the Prospectus would be appropriate;


 


(vi)          use their reasonable best efforts to
obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement or, in the case of a Shelf Registration, the resolution
of any objection of the SEC pursuant to Rule 401(g)(2), including by
filing an amendment to such Shelf Registration Statement on the proper form, at
the earliest possible moment and provide prompt notice to each Holder of the
withdrawal of any such order or such resolution;


 


(vii)         in the case of a Shelf Registration,
furnish to each Holder of Registrable Securities, without charge, at least one
conformed copy of each Registration Statement and any post-effective amendment
thereto (without any documents incorporated therein by reference or exhibits
thereto, unless requested);


 


(viii)        in the case of a Shelf Registration,
cooperate with the Holders of Registrable Securities to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any restrictive legends and enable such Registrable
Securities to be issued in such denominations and registered in such names (consistent
with the provisions of the Indenture) as such Holders may reasonably request at
least three Business Days prior to the closing of any sale of Registrable
Securities;


 


(ix)           in the case of a Shelf Registration,
upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof,
use their reasonable best efforts to prepare and file with the SEC a supplement
or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered (or, to the extent permitted
by law, made available) to purchasers of the Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and the Company
and the Guarantors shall notify the Holders of Registrable Securities to
suspend use of the Prospectus as promptly as practicable after the occurrence
of such an event, and such Holders hereby agree to suspend use of the
Prospectus until the Company and the Guarantors have amended or supplemented
the Prospectus to correct such misstatement or omission;


 


(x)            a reasonable time prior to the
filing of any Registration Statement, any Prospectus, any amendment to a
Registration Statement or amendment or supplement to a Prospectus or, to the
extent practicable under the circumstances, of any document that is to be
incorporated by reference into a Registration Statement or a Prospectus after
initial filing of a Registration Statement, provide copies of such document to
the Initial Purchasers and their 


 


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counsel
(and, in the case of a Shelf Registration Statement, to the Holders of
Registrable Securities and their one counsel on behalf of all such Holders) and
make such of the representatives of the Company and the Guarantors as shall be
reasonably requested by the Initial Purchasers or their counsel (and, in the
case of a Shelf Registration Statement, the Holders of Registrable Securities
or their counsel) available for discussion of such document; and the Company
and the Guarantors shall not, at any time after initial filing of a
Registration Statement, use or file any Prospectus, any amendment of or
supplement to a Registration Statement or a Prospectus, or, to the extent
practicable under the circumstances, any document that is to be incorporated by
reference into a Registration Statement or a Prospectus, of which the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, the Holders of Registrable Securities and their one counsel on
behalf of all such Holders) shall not have previously been advised and
furnished a copy or to which the Initial Purchasers or their counsel (and, in
the case of a Shelf Registration Statement, the Holders of Registrable
Securities or their one counsel on behalf of all such Holders) shall reasonably
object in writing reasonably prior to the anticipated time of filing of the
applicable document;


 


(xi)           obtain a CUSIP number for all
Exchange Securities or Registrable Securities, as the case may be, not later
than the initial effective date of a Registration Statement;


 


(xii)          cause the Indenture to be qualified
under the Trust Indenture Act in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be; cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms
of the Trust Indenture Act; and execute, and use their reasonable best efforts
to cause the Trustee to execute, all documents as may be required to effect
such changes and all other forms and documents required to be filed with the
SEC to enable the Indenture to be so qualified in a timely manner;


 


(xiii)         in the case of a Shelf Registration,
make available for inspection by a representative of the Holders of the
Registrable Securities (an “Inspector”), any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, any attorneys and
accountants designated by a majority of the Holders of Registrable Securities
to be included in such Shelf Registration and any attorneys and accountants
designated by such Underwriter, at reasonable times and in a reasonable manner,
all pertinent financial and other records, documents and properties of the
Company and its subsidiaries, and cause the respective officers, directors and
employees of the Company and the Guarantors to supply all information
reasonably requested by any such Inspector, Underwriter, attorney or accountant
in connection with a Shelf Registration Statement; provided that if any such
information is identified by the Company or any Guarantor as being confidential
or proprietary, each Person receiving such 


 


13

















 


information shall take such actions as are reasonably
necessary to protect the confidentiality of such information;


 


(xiv)        if reasonably requested by any Holder of
Registrable Securities covered by a Shelf Registration Statement, promptly
include in a Prospectus supplement or post-effective amendment such information
with respect to such Holder as such Holder reasonably requests to be included
therein and make all required filings of such Prospectus supplement or such
post-effective amendment as soon as the Company has received notification of
the matters to be so included in such filing;


 


(xv)         in the case of a Shelf Registration,
enter into such customary agreements and take all such other reasonable actions
in connection therewith (including those requested by the Holders of a majority
in principal amount of the Registrable Securities covered by the Shelf
Registration Statement) in order to expedite or facilitate the disposition of
such Registrable Securities including, but not limited to, an Underwritten
Offering and in such connection, (1) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its
subsidiaries and the Registration Statement, Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in each
case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when
requested, (2) obtain opinions of counsel to the Company and the
Guarantors (which counsel and opinions, in form, scope and substance, shall be
reasonably satisfactory to the Holders and such Underwriters and their
respective counsel) addressed to each selling Holder and Underwriter of
Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (3) obtain “comfort” letters from the
independent certified public accountants of the Company and the Guarantors
(and, if necessary, any other certified public accountant of any subsidiary of
the Company or any Guarantor, or of any business acquired by the Company or any
Guarantor for which financial statements and financial data are or are required
to be included in the Registration Statement) addressed to each selling Holder
(to the extent permitted by applicable professional standards) and Underwriter
of Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in “comfort” letters in connection with
underwritten offerings, including but not limited to financial information
contained in any preliminary prospectus or Prospectus and (4) deliver such
documents and certificates as may be reasonably requested by the Holders of a
majority in principal amount of the Registrable Securities being sold or the
Underwriters, and which are customarily delivered in underwritten offerings, to
evidence the continued validity of the representations and warranties of the
Company and the Guarantors made pursuant to clause (1) above and to
evidence compliance with any customary conditions contained in an underwriting
agreement; and


 


14

















 


(xvi)        so long as any Registrable Securities
remain outstanding, cause each Additional Guarantor upon the creation or
acquisition by the Company of such Additional Guarantor, to execute a
counterpart to this Agreement in the form attached hereto as Annex A and to
deliver such counterpart, together with an opinion of counsel as to the
enforceability thereof against such entity, to the Initial Purchasers no later
than five Business Days following the execution thereof.


 


(b)           In the case of a Shelf Registration
Statement, the Company may require each Holder of Registrable Securities to
furnish to the Company such information regarding such Holder and the proposed
disposition by such Holder of such Registrable Securities as the Company and
the Guarantors may from time to time reasonably request in writing.  The Company may exclude from such Shelf
Registration Statement the Registrable Securities of any Holder who fails to
furnish information within a reasonable time (not to exceed 15 Business Days)
after receiving such request and shall be under no obligation to compensate any
such Holder for any lost income, interest or other opportunity forgone, or any
liability incurred and shall not be subject to any penalty interest pursuant to
Section 2(d) hereof, as a result of the Company’s decision to exclude
such Holder in accordance with this paragraph.


 


(c)           In the case of a Shelf Registration
Statement, each Holder of Registrable Securities covered in such Shelf
Registration Statement agrees that, upon receipt of any notice from the Company
and the Guarantors of the happening of any event of the kind described in Section 3(a)(v)(3) or
3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Shelf Registration Statement until such
Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(a)(ix) hereof and, if so directed by the
Company and the Guarantors, such Holder will deliver to the Company and the
Guarantors all copies in its possession, other than permanent file copies then
in such Holder’s possession, of the Prospectus covering such Registrable
Securities that is current at the time of receipt of such notice.


 


(d)           If the Company and the Guarantors
shall give any notice to suspend the disposition of Registrable Securities
pursuant to a Registration Statement, the Company and the Guarantors shall
extend the period during which such Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such notice to and including the
date when the Holders of such Registrable Securities shall have received copies
of the supplemented or amended Prospectus necessary to resume such
dispositions. The Company and the Guarantors may give any such notice only
twice during any 365-day period and any such suspensions shall not exceed 60
days for each suspension and there shall not be more than two suspensions in
effect during any 365-day period.


 


15

















 


(e)           The Holders of Registrable Securities
covered by a Shelf Registration Statement who desire to do so may sell such
Registrable Securities in an Underwritten Offering.  In any such Underwritten Offering, the
investment bank or investment banks and manager or managers (each an “Underwriter”)
that will administer the offering will be selected by the Holders of a majority
in principal amount of the Registrable Securities included in such offering
after consultation with the Company.  In
order to participate in an Underwritten Offering, each Holder of Registrable
Securities must provide all required documents in accordance with the
agreements and other arrangements in connection with such Underwritten
Offering.


 


4.             Participation of Broker-Dealers
in Exchange Offer.  (a)  The
Staff has taken the position that any broker-dealer that receives Exchange
Securities for its own account in the Exchange Offer in exchange for Securities
that were acquired by such broker-dealer as a result of market-making or other
trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter”
within the meaning of the Securities Act and must deliver a prospectus  meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Securities.


 


The
Company and the Guarantors understand that it is the Staff’s position that if
the Prospectus contained in the Exchange Offer Registration Statement includes
a plan of distribution containing a statement to the above effect and the means
by which Participating Broker-Dealers may resell the Exchange Securities,
without naming the Participating Broker-Dealers or specifying the amount of
Exchange Securities owned by them, such Prospectus may be delivered by
Participating Broker-Dealers (or, to the
extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with
resales of Exchange Securities for their own accounts, so long as the
Prospectus otherwise meets the requirements of the Securities Act.


 


(b)           In light of the above, and
notwithstanding the other provisions of this Agreement, the Company and the
Guarantors agree to amend or supplement the Prospectus contained in the
Exchange Offer Registration Statement for a period of up to 120 days after the
last Exchange Date (as such period may be extended pursuant to Section 3(d) of
this Agreement), in order to expedite or facilitate the disposition of any
Exchange Securities by Participating Broker-Dealers consistent with the
positions of the Staff recited in Section 4(a) above; provided,
however, if the Company has filed a Shelf Registration Statement
pursuant to Section 2(b) hereof and such Shelf Registration Statement
is effective, the Company shall choose, in its sole and absolute discretion, to
either (i) amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement in accordance with this Section 4(b) or (ii) include
any Participating Broker-Dealer as a selling securitiyholder and state the
amount of 


 


16

















 


Exchange
Securities held by such Participating Broker-Dealer in such Shelf Registration
Statement upon request by such Participating Broker-Dealer.  The Company and the Guarantors further agree
that Participating Broker-Dealers shall be authorized to deliver such
Prospectus (or, to the extent permitted by law, make available) during such
period in connection with the resales contemplated by this Section 4.


 


(c)           The Initial Purchasers shall have no
liability to the Company, any Guarantor or any Holder with respect to any
request that they may make pursuant to Section 4(b) above.


 


5.             Indemnification and Contribution.  (a)  The Company and each Guarantor,
jointly and severally, agree to indemnify and hold harmless each Initial
Purchaser and each Holder, their respective affiliates, directors and officers
and each Person, if any, who controls any Initial Purchaser or any Holder
within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, from and against any and all losses, claims, damages and
liabilities (including, without limitation, legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), joint or several, that arise
out of, or are based upon, (1) any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, or (2) any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus, any Free Writing Prospectus used in
violation of this Agreement or any “issuer information” (“Issuer Information”)
filed or required to be filed pursuant to Rule 433(d) under the
Securities Act, or any omission or alleged omission to state therein a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case except
insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser or information relating to any Holder furnished to the
Company in writing through J.P. Morgan or any selling Holder, respectively
expressly for use therein.  In connection
with any Underwritten Offering permitted by Section 3, the Company and the
Guarantors, jointly and severally, will also indemnify the Underwriters, if
any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person
who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any
Registration Statement, any Prospectus, any Free Writing Prospectus or any
Issuer Information.


 


17

















 


(b)           Each Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company, the Guarantors, the
Initial Purchasers and the other selling Holders, the directors of the Company
and the Guarantors, each officer of the Company and the Guarantors who signed
the applicable Registration Statement and each Person, if any, who controls the
Company, the Guarantors, any Initial Purchaser and any other selling Holder
within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,
but only with respect to any losses, claims, damages or liabilities that arise
out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any
information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement and any Prospectus.


 


(c)           If any suit, action, proceeding
(including any governmental or regulatory investigation), claim or demand shall
be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such
Person (the “Indemnified Person”) shall promptly notify the Person against whom
such indemnification may be sought (the “Indemnifying Person”) in writing; provided
that the failure to notify the Indemnifying Person shall not relieve such
Indemnifying Person from any liability that it may have under this paragraph (a) or
(b) above except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying
Person shall not relieve it from any liability that it may have to an
Indemnified Person otherwise than under paragraph (a) or (b) above.  If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5
that the Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of such proceeding and shall pay the fees and expenses of
such counsel related to such proceeding, as incurred.  In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person; or (iv) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. 
It is understood and agreed that the Indemnifying Person shall not, in
connection with any proceeding or related


 


18

















 


proceeding
in the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Indemnified Persons,
and that all such fees and expenses shall be reimbursed as they are
incurred.  Any such separate firm (x) for
any Initial Purchaser, its affiliates, directors and officers and any control
Persons of such Initial Purchaser shall be designated in writing by J.P.
Morgan, (y) for any Holder, its directors and officers and any control
Persons of such Holder shall be designated in writing by the Majority Holders
and (z) in all other cases shall be designated in writing by the
Company.  The Indemnifying Person shall
not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment.  Notwithstanding the foregoing
sentence, if at any time an Indemnified Person that is an Initial Purchaser, or
an affiliate, director or officer of an Initial Purchaser, or a Person who
controls an Initial Purchaser within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, shall have requested
that an Indemnifying Person reimburse such Indemnified Person for fees and
expenses of counsel as contemplated by this paragraph, the Indemnifying Person
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 45 days
after receipt by the Indemnifying Person of such request and (ii) the
Indemnifying Person shall not either (A) have reimbursed the Indemnified
Person in accordance with such request prior to the date of such settlement or (B) asserted
a good faith rejection of such request and provided the basis for such
rejection.  No Indemnifying Person shall,
without the written consent of the Indemnified Person, effect any settlement of
any pending or threatened proceeding in respect of which any Indemnified Person
is or could have been a party and indemnification could have been sought
hereunder by such Indemnified Person, unless such settlement (A) includes
an unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on
claims that are the subject matter of such proceeding and (B) does not
include any statement as to or any admission of fault, culpability or a failure
to act by or on behalf of any Indemnified Person.


 


(d)           If the indemnification provided for
in paragraphs (a) and (b) above is unavailable to an Indemnified
Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in
lieu of indemnifying such Indemnified Person thereunder, shall contribute to
the amount paid or payable by such Indemnified Person as a result of such
losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on
the one hand, and by the Holders from receiving Securities or Exchange
Securities registered under the Securities Act, on the other hand, or (ii) if
the allocation provided by clause (i) is not permitted by


 


19

















 


applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) but also the relative fault of the
Company and the Guarantors on the one hand and the Holders on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations.  The relative fault of
the Company and the Guarantors on the one hand and the Holders on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company and the
Guarantors or by the Holders and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.


 


(e)           The Company, the Guarantors and the
Holders agree that it would not be just and equitable if contribution pursuant
to this Section 5 were determined by pro  rata allocation
(even if the Holders were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to
in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section 5,
in no event shall a Holder be required to contribute any amount in excess of
the amount by which the total price at which the Securities or Exchange
Securities sold by such Holder exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.  The Holders’
obligations to contribute pursuant to this Section 5 are several and not
joint.


 


(f)            The remedies provided for in this Section 5
are not exclusive and shall not limit any rights or remedies that may otherwise
be available to any Indemnified Person at law or in equity.


 


(g)           The indemnity and contribution
provisions contained in this Section 5 shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Initial Purchasers or any Holder or
any Person controlling any Initial Purchaser or any Holder, or by or on behalf
of the Company or the Guarantors or the officers or directors of or any Person
controlling the Company or the Guarantors, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant
to a Shelf Registration Statement.


 


20

















 


6.             General.


 


(a)           No Inconsistent
Agreements.   The Company and the Guarantors represent,
warrant and agree that (i) the rights granted to the Holders hereunder do
not in any way conflict with and are not inconsistent with the rights granted
to the holders of any other outstanding securities issued or guaranteed by the
Company or any Guarantor under any other agreement and (ii) neither the
Company nor any Guarantor has entered into, or on or after the date of this
Agreement will enter into, any agreement that is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof.


 


(b)           Amendments and
Waivers.   The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company and the Guarantors have obtained the written consent
of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or consent; provided that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder. 
Any amendments, modifications, supplements, waivers or consents pursuant
to this Section 6(b) shall be by a writing executed by each of the
parties hereto.


 


(c)           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if
to a Holder, at the most current address given by such Holder to the Company by
means of a notice given in accordance with the provisions of this Section 6(c),
which address initially is, with respect to the Initial Purchasers, the address
set forth in the Purchase Agreement; (ii) if to the Company and the
Guarantors, initially at the Company’s address set forth in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c); and (iii) to
such other persons at their respective addresses as provided in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c).  All such notices and communications shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery.  Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee, at the address specified in the Indenture.


 


21
















 


(d)           Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of each of the parties, including, without limitation
and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Securities in violation of the terms of the Purchase
Agreement or the Indenture.  If any
transferee of any Holder shall acquire Registrable Securities in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all the terms of this Agreement, and by taking and holding such
Registrable Securities such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof.  The Initial Purchasers (in their capacity as
Initial Purchasers) shall have no liability or obligation to the Company or the
Guarantors with respect to any failure by a Holder (other than in its capacity
as a Holder) to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.


 


(e)           Third Party Beneficiaries.  Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.


 


(f)            Counterparts.
This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


(g)           Headings.  The headings in this Agreement are
for convenience of reference only, are not a part of this Agreement and shall
not limit or otherwise affect the meaning hereof.


 


(h)           Governing Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of New York.


 


(i)            Entire Agreement;
Severability.  This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and prior writings with respect thereto.  If any term, provision, covenant or
restriction contained in this Agreement is held by a court of competent jurisdiction
to be invalid, void or unenforceable or against public policy, the remainder of
the terms, provisions, covenants and restrictions contained herein shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.  The Company, the Guarantors
and the Initial Purchasers shall endeavor in good faith negotiations to replace
the invalid, void or unenforceable provisions with valid provisions the
economic effect of which


 


22

















 


comes as close as possible to that of the invalid, void
or unenforceable provisions.


 


[Signature Pages Follow]


 


23

















 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.


 


	
   

  	
  SINCLAIR
  TELEVISION GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David B. Amy

  
	
   

  	
  Name:
  David B. Amy

  
	
   

  	
  Title:
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SINCLAIR
  BROADCAST GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David B. Amy

  
	
   

  	
  Name:
  David B. Amy

  
	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  WCGV, INC.

  
	
   

  	
  SINCLAIR ACQUISITION IV, INC.

  
	
   

  	
  WLFL, INC.

  
	
   

  	
  SINCLAIR MEDIA I, INC.

  
	
   

  	
  WSMH, INC.

  
	
   

  	
  SINCLAIR MEDIA II, INC.

  
	
   

  	
  WSTR LICENSEE, INC.

  
	
   

  	
  WGME, INC.

  
	
   

  	
  SINCLAIR MEDIA III, INC.

  
	
   

  	
  WTTO, INC.

  
	
   

  	
  WTVZ, INC.

  
	
   

  	
  WYZZ, INC.

  
	
   

  	
  KOCB, INC.

  
	
   

  	
  WDKY, INC.

  
	
   

  	
  WYZZ LICENSEE, INC.

  
	
   

  	
  KLGT, INC.

  
	
   

  	
  SINCLAIR TELEVISION COMPANY II, INC.

  
	
   

  	
  WSYX LICENSEE, INC.

  
	
   

  	
  WGGB, INC.

  
	
   

  	
  WTWC, INC.

  
	
   

  	
  SINCLAIR COMMUNICATIONS II, INC.

  
	
   

  	
  SINCLAIR HOLDINGS I, INC.

  
	
   

  	
  SINCLAIR HOLDINGS II, INC.

  
	
   

  	
  SINCLAIR HOLDINGS III, INC.

  
	
   

  	
  SINCLAIR TELEVISION COMPANY, INC.

  



 


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  SINCLAIR TELEVISION OF BUFFALO, INC.

  
	
   

  	
  SINCLAIR TELEVISION OF CHARLESTON, INC.

  
	
   

  	
  SINCLAIR TELEVISION OF NASHVILLE, INC.

  
	
   

  	
  SINCLAIR TELEVISION OF NEVADA, INC.

  
	
   

  	
  SINCLAIR TELEVISION OF TENNESSEE, INC.

  
	
   

  	
  SINCLAIR TELEVISION LICENSE HOLDER, INC.

  
	
   

  	
  SINCLAIR TELEVISION OF DAYTON, INC.

  
	
   

  	
  SINCLAIR ACQUISITION VII, INC.

  
	
   

  	
  SINCLAIR ACQUISITION VIII, INC.

  
	
   

  	
  SINCLAIR ACQUISITION IX, INC.

  
	
   

  	
  SINCLAIR ACQUISITION X, INC.

  
	
   

  	
  MONTECITO BROADCASTING CORPORATION

  
	
   

  	
  CHANNEL 33, INC.

  
	
   

  	
  WNYO, INC.

  
	
   

  	
  NEW YORK TELEVISION, INC.

  
	
   

  	
  BIRMINGHAM (WABM-TV) LICENSEE, INC.

  
	
   

  	
  RALEIGH (WRDC-TV) LICENSEE, INC.

  
	
   

  	
  SAN ANTONIO (KRRT-TV) LICENSEE, INC.

  
	
   

  	
  WVTV LICENSEE, INC.

  
	
   

  	
  SINCLAIR PROPERTIES, LLC

  
	
   

  	
  SINCLAIR PROPERTIES II, LLC

  
	
   

  	
   

  
	
   

  	
  KBSI LICENSEE L.P.

  
	
   

  	
  WMMP LICENSEE L.P.

  
	
   

  	
  WSYT LICENSEE L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Properties, LLC, General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  WEMT LICENSEE L.P.

  
	
   

  	
  WKEF LICENSEE L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Properties II, LLC,

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
  WGME LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WGME, Inc., Member

  



 


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Registration Rights Agreement]


 
















 


	
   

  	
  WICD LICENSEE, LLC

  
	
   

  	
  WICS LICENSEE, LLC

  
	
   

  	
  KGAN LICENSEE, LLC

  
	
   

  	
  KFXA LICENSEE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Acquisition IV, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WSMH LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WSMH, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WPGH LICENSEE, LLC

  
	
   

  	
  KDNL LICENSEE, LLC

  
	
   

  	
  WCWB LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Media I, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WTVZ LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WTVZ, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  KLGT LICENSEE, LLC

  
	
   

  	
  SINCLAIR FINANCE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KLGT, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WCGV LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WCGV, Inc., Member

  
	
   

  	
   

  
	
   

  	
  KUPN LICENSEE, LLC

  
	
   

  	
  WEAR LICENSEE, LLC

  
	
   

  	
  WFGX LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Media II, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WLFL LICENSEE, LLC

  
	
   

  	
  WRDC, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WLFL, Inc.,
  Member

  



 


[Signature Page —
Registration Rights Agreement]


 

















 


	
   

  	
  WTTO LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WTTO, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WTWC LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WTWC, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WGGB LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WGGB, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  KOCB LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KOCB, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WDKY LICENSEE, LLC

  
	
   

  	
  KOKH, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WDKY, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  KOKH LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KOKH, LLC, Member of KOKH Licensee, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WDKY, Inc., Member of KOKH, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  WUPN LICENSEE, LLC

  
	
   

  	
  WUTV LICENSEE, LLC

  
	
   

  	
  WXLV LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Television of Buffalo, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WUXP LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Television of Tennessee, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WCHS LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Media III, Inc., Member

  



 


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  WZTV LICENSEE, LLC

  
	
   

  	
  WVAH LICENSEE, LLC

  
	
   

  	
  WNAB LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Television of Nashville, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WMSN LICENSEE, LLC

  
	
   

  	
  WUHF LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Television Company, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WTAT LICENSEE, LLC

  
	
   

  	
  WRLH LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Television of Charleston, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WRGT LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Television of Dayton, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR NEWSCENTRAL, LLC

  
	
   

  	
  CHESAPEAKE TELEVISION LICENSEE, LLC

  
	
   

  	
  KABB LICENSEE, LLC

  
	
   

  	
  WLOS LICENSEE, LLC

  
	
   

  	
  SAN ANTONIO TELEVISION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Communications, LLC, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Television Group, Inc., Sole Member of Sinclair
  Communications, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR PROGRAMMING COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR COMMUNICATIONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Television Group, Inc., Member

  



 


[Signature Page —
Registration Rights Agreement]


 
















 


	
   

  	
  KDSM, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Broadcast Group, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  KDSM LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KDSM, LLC, Sole Member of KDSM Licensee, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Broadcast Group, Inc., Sole Member of KDSM, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  WDKA LICENSEE, LLC

  
	
   

  	
  WNYS LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sinclair Properties, LLC, Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Amy

  
	
   

  	
   

  	
  David B. Amy, in his capacity as

  
	
   

  	
   

  	
  Executive Vice President, Secretary or

  
	
   

  	
   

  	
  Manager, as the case may be

  
				



 


[Signature
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Confirmed
and accepted as of the date first above written:


 


J.P.
MORGAN SECURITIES LLC


 


For
itself and on behalf of the


several
Initial Purchasers


 


 


	
  By

  	
  /s/ Richard Gabriel

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


[Signature Page —
Registration Rights Agreement]


 

















 


Annex A


 


Counterpart to Registration Rights Agreement


 


The
undersigned hereby absolutely, unconditionally and irrevocably agrees as a
Guarantor (as defined in the Registration Rights Agreement, dated as of October 4,
2010 by and among the Company, a Maryland corporation, the guarantors party
thereto and J.P. Morgan Securities LLC, on behalf of itself and as
representative of the other Initial Purchasers) to be bound by the terms and
provisions of such Registration Rights Agreement.


 


IN
WITNESS WHEREOF, the undersigned has executed this counterpart as of
                              .


 


	
   

  	
  [NAME]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  NAME:

  
	
   

  	
   

  	
  Title: