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Exhibit 4.15  


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. 


        "Initial Purchasers": As defined in the preamble hereto. 


        "Issuer": As defined in the preamble hereto. 


        "Majority of Holders": Holders holding over 50% of the aggregate principal amount at issuance of Convertible Notes outstanding; provided
that, for purposes of this definition, a Holder of shares of Common Stock that constitute Registrable Securities and that were issued upon conversion of the Convertible Notes shall be deemed to hold
an aggregate principal amount of Convertible Notes (in addition to the principal amount at issuance of Convertible Notes held by such Holder) equal to the product of (x) the number of such
shares of Common Stock held by such Holder and (y) the prevailing conversion price, such prevailing conversion price determined by dividing $1,000 by the prevailing Conversion Rate as
determined in accordance with the Indenture. 


        "NASD": National Association of Securities Dealers, Inc. 


        "Person": An individual, partnership, corporation, unincorporated organization, trust, joint venture or a government or agency or
political subdivision thereof. 


        "Prospectus": The prospectus included in a 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 415 promulgated under the Securities Act), as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all materials incorporated by reference or deemed to be incorporated by reference
into such Prospectus. 


        "Questionnaire Deadline": As defined in Section 2(b) hereof. 



        "Record Holder": With respect to any Additional Interest Payment Date, each Person who is a Holder on the record date with respect to the
interest payment date on which such Additional Interest Payment Date shall occur. In the case of a Holder of shares of Common Stock issued upon conversion of the Convertible Notes,
"Record Holder" shall mean each Person who is a Holder of shares of Common Stock that constitute Registrable Securities on the January 1 or
July 1 immediately preceding the Additional Interest Payment Date. 


        "Registrable Securities": Each Convertible Note and each share of Common Stock issued upon conversion of Convertible Notes, and any
securities into or for which such Common Stock has been converted, and any security issued with respect thereto upon any stock dividend, split or similar event, until, in the case of any such
security, (A) the earliest of (i) its effective registration under the Securities Act and resale in accordance with the Registration Statement covering it, (ii) expiration of 


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the
holding period that would be applicable thereto under Rule 144(k) under the Securities Act were it not held by an Affiliate of the Issuer, (iii) its sale to the public pursuant to
Rule 144 under the Securities Act and (iv) the date that is two years after the later of the original issuance of the Convertible Notes and the last date that the Issuer or any of its
Affiliates was the owner of any such Convertible Notes (or any predecessor thereto), and (B) as a result of the event or circumstance described in any of the foregoing clauses
(i) through (iv), the legends with respect to transfer restrictions required under the Indenture are removed or removable in accordance with the terms of the Indenture or such legend, as the
case may be. 


        "Registration Default": As defined in Section 3(a)(iii) hereof. 



        "Registration Statement": Means any registration statement of the Issuer that covers any of the Registrable Securities pursuant to the
provisions of this Agreement including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all materials
incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement. 


        "Sale Notice": As defined in Section 4(e) hereof. 



        "Securities Act": The Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder. 


        "Shelf Filing Deadline": As defined in Section 2(a)(i) hereof. 


        "Shelf Registration Statement": As defined in Section 2(a)(i) hereof. 


        "Suspension Period": As defined in Section 4(b)(i) hereof. 



        "TIA": The Trust Indenture Act of 1939, as in effect on the date the Indenture is qualified under that Act. 


        "Underwriting Majority": On any date, Holders holding at least 662/3% of the aggregate principal amount of the Registrable
Securities outstanding on such date; provided, that for the purpose of this definition, a holder of shares of Common Stock that constitute Registrable
Securities and issued upon conversion of Convertible Notes shall be deemed to hold an aggregate principal amount of Registrable Securities (in addition to the principal amount of Convertible Notes
held by such holder) equal to (x) the number of such shares of Common Stock that are Registrable Securities held by such holder multiplied by (y) the then applicable conversion price
which shall be determined by dividing $1,000 by the prevailing Conversion Rate as determined in the Indenture. 


        "Underwritten Registration" or "Underwritten Offering": Any transaction in which the
Issuer sells securities pursuant to an effective Registration Statement in an underwritten public offering. 



        2.    Shelf Registration.    



        (a)    The
Issuer shall: 



        (i)    as
soon as practicable but not later than 120 days after the date hereof (the "Shelf Filing Deadline"), cause to
be filed with the Commission a registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"), which
Shelf Registration Statement shall provide for resales from time to time of all Registrable Securities held by the Holders thereof; 



        (ii)    use
its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission as promptly as is practicable but in any event no
later than 210 days after the date hereof (the "Effectiveness Target Date"); and 


        (iii)    subject
to Section 4(b)(i) hereof, use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as
required by the provisions of 




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Section 4(b)
hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Registrable Securities entitled to the benefit of this Agreement and
(B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time for a period
(the "Effectiveness Period") ending on the earliest of: 



        (1)    two
years after the later of the last date of original issuance of any of the Convertible Notes and the date on which we or any of our Affiliates owned any of the
Convertible Notes; 


        (2)    the
date on which Holders of Registrable Securities are able to sell all of the Registrable Securities immediately without restriction pursuant to Rule 144(k)
under the Securities Act; 


        (3)    the
date when all of the Registrable Securities of those Holders that have provided the information required pursuant to the terms of Section 2(b) hereof are
registered under the Shelf Registration Statement and disposed of in accordance with the terms of the Shelf Registration Statement; and 


        (4)    the
date when all of the Registrable Securities of those Holders that have provided the information required pursuant to the terms of Section 2(b) hereof have
ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise). 





        (b)    No
Holder of Registrable Securities may include any of its Registrable Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder
furnishes to the Issuer in writing, prior to or on the 30th Business Day after receipt of a request therefor (the "Questionnaire Deadline"), such
information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed
with or under state securities laws. In connection with all such requests for information from Holders of Registrable Securities, the Issuer shall notify such Holders of the requirements set forth in
the preceding sentence. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make
information previously furnished to the Issuer by such Holder not materially misleading. Each Holder that delivers the required information to the Issuer on a timely basis shall be entitled to have
its Registrable Securities included in the Shelf Registration Statement. 




        3.    Additional Interest.    



        (a)    If: 



        (i)    the
Shelf Registration Statement has not been filed with the Commission prior to or on the Shelf Filing Deadline, 


        (ii)    the
Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date, 



        (iii)    subject
to the provisions of Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness
Period and after the Effectiveness Target Date, shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) or
fail to be usable for its intended purpose for a period of time (including any Suspension Period) that shall exceed 30 days in the aggregate in any 3-month period or 60 days
in the aggregate in any 365-day period (each such event referred to in foregoing clauses (i) through (iii), a "Registration
Default"), 




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then
the Issuer hereby agrees to pay additional interest ("Additional Interest") to each Holder from and including the day following the Registration Default to but excluding the day on which the
Registration Default has been cured in an amount equal to: 



        (A)    with
respect to such Holder's Convertible Notes, for the first 90-day period during which a Registration Default shall have occurred and be continuing but
excluding the day on which all Registration Defaults have been cured, an amount equal to 0.25% per annum on the applicable principal amount of such Holder's then outstanding and not converted
Convertible Notes, increasing to an amount per annum on the applicable principal amount of such Holder's then outstanding and not converted Convertible Notes equal to 0.50% on the 91st day, provided
that in no event shall the aggregate Additional Interest pursuant to this clause accrue at a rate per annum exceeding 0.50% of the sum of the applicable principal amount of the then outstanding
Convertible Notes; 


        (B)    with
respect to such Holder's Common Stock issued upon conversion of Convertible Notes for the first 90-day period during which a Registration Default shall
have occurred and be continuing but excluding the day on which all Registration Defaults have been cured, an amount equal to 0.25% per annum on the applicable principal amount of such Holder's
converted Convertible Notes, increasing to an amount per annum on the applicable principal amount of such Holder's converted Convertible Notes equal to 0.50% on the 91st day, provided that in no event
shall the aggregate Additional Interest pursuant to this clause accrue at a rate per annum exceeding 0.50% of the sum of the applicable principal amount of the then converted Convertible Notes; 


provided
that for purposes of this section the term "applicable principal amount" means, as of any date of determination, with respect to each $1,000 principal amount at issuance of Convertible Notes,
the Accreted Principal Price (as defined in the Indenture) with respect to such Convertible Notes through the date of determination. 





        (b)    All
accrued Additional Interest shall be paid in arrears to Record Holders by the Issuer on each Additional Interest Payment Date by wire transfer of immediately
available funds or by federal funds check; provided that any Additional Interest accrued with respect to any Registrable Securities or portion thereof called for redemption on a redemption date or
converted into Common Stock on a conversion date prior to the Additional Interest Payment Date shall, in any such event, be paid instead to the Holder who submitted such Convertible Note or portion
thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversions).
Following the cure of all Registration Defaults relating to any particular Convertible Note or share of Common Stock, the accrual of Additional Interest with respect to such Convertible Note or share
of Common Stock will cease. ` 




        The
Trustee shall be entitled, on behalf of Holders of Convertible Notes, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional
Interest. All obligations of the Issuer set forth in this Section 3 that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security
shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in full. The parties hereto agree that the Additional Interest provided for in
this section constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or
declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof. 


        4.    Registration Procedures.    



        (a)    In
connection with the Shelf Registration Statement, the Issuer shall prepare and file with the Commission a Shelf Registration Statement on Form S-1
or Form S-3 or on any other 



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appropriate
form under the Securities Act permitting registration of the Registrable Securities for resale by the Holders thereof in accordance with the reasonable methods of distribution elected by
them, and use its best efforts to cause such Shelf Registration Statement to become effective and remain effective as provided herein. At the time the Shelf Registration Statement is declared
effective, each Holder shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to
purchasers of Registrable Securities in accordance with applicable law. 



        (b)    In
connection with the Shelf Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Registrable Securities, the Issuer
shall: 



        (i)    Subject
to any notice by the Issuer in accordance with this Section 4(b) of the existence of any fact or event of the kind described in
Section 4(b)(iii)(D), use its reasonable best efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period; upon the occurrence of any event that
would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not be effective and usable for resale of
Registrable Securities during the Effectiveness Period, the Issuer shall file promptly an appropriate amendment to the Shelf Registration Statement, a prospectus supplement or a report filed with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either
clause (A) or (B), use its reasonable best efforts to cause such amendment to be declared effective and the Shelf Registration Statement and the related Prospectus to become usable for their
intended purposes as soon as practicable thereafter. Notwithstanding the foregoing, the Issuer may, by written notice to the Holders, suspend the Holders' use of the Prospectus for a period not to
exceed an aggregate of 30 days in any three-month period (each such period, a "Suspension Period") if: 



        (x)    an
event occurs and is continuing as a result of which the Shelf Registration Statement would, in the Issuer's reasonable judgment, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and 


        (y)    the
Issuer reasonably determines in good faith that the disclosure of such event at such time would have a material adverse effect on the business of the Issuer (and its
subsidiaries, if any, taken as a whole); 




provided, that the Suspension Periods shall not exceed an aggregate of 60 days in any 365-day period. The Effectiveness Period shall
be extended by the number of days
beginning on the date the Issuer gives the Holders notice of the Suspension Period to and including the date on which the Holders receive copies of the supplemented or amended Prospectus or the date
on which the Holders are advised in writing by the Issuer that the Prospectus may be used. Each Holder, by its acceptance of a Registrable Security, agrees to hold in confidence any communication by
the Issuer relating to an event described in Section 4(b)(i)(x) and (y) or Section 4(b)(iii)(D). 



        (ii)    Prepare
and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf
Registration Statement effective during the Effectiveness Period; cause the 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 to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner, if required by the Securities Act
or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Registrable Securities covered by such Shelf Registration 




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Statement;
and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance
with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement or supplement to the Prospectus. 


        (iii)    As
promptly as practicable give notice to the Initial Purchasers, the Holders, counsel for the Holders and for the Initial Purchasers (or, if applicable, separate
counsel for the Holders), and any underwriters and, if requested by such Persons, confirm such advice in writing: 



        (A)    when
the Shelf Registration Statement, Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf
Registration Statement or any post-effective amendment thereto, when the same has become effective, 



        (B)    of
any request by the Commission or any other federal or state governmental authority for amendments to the Shelf Registration Statement or amendments or supplements to
the Prospectus or for additional information relating thereto, 


        (C)    of
the issuance by the Commission or any other federal or state authority of any stop order suspending the effectiveness of the Shelf Registration Statement under the
Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding
for any of the preceding purposes, or 


        (D)    of
the existence of any fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material fact made in the Shelf Registration
Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf
Registration Statement or the Prospectus in order to make the statements therein not misleading. 




        If
at any time the Commission shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or Blue Sky laws, or the Shelf Registration Statement
ceases to be effective for any reason at any time during the Effectiveness Period, the Issuer shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest
possible time, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal
of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities. If a
subsequent Shelf Registration Statement is filed, the Issuer shall use its best efforts to cause such Shelf Registration Statement to become effective as promptly as is practicable after such filing
and to keep such Shelf Registration Statement continuously effective until the end of the Effectiveness Period. 


        (iv)    Furnish
to the Initial Purchasers, counsel for the Initial Purchasers, one counsel for the selling Holders and each of the underwriter(s), if any, before filing with
the Commission, a copy of the Shelf Registration Statement and copies of any Prospectus included therein or any amendments or supplements to either of the Shelf Registration Statement or Prospectus
(other than documents incorporated by reference after the initial filing of the Shelf Registration Statement), which documents will be subject to the review of such persons, counsel and
underwriter(s), if any, for a period of two Business Days, and the Issuer will not 




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file
the Shelf Registration Statement or Prospectus or any amendment or supplement to the Shelf Registration Statement or Prospectus (other than documents incorporated by reference) to which such
counsel or the underwriter(s), if any, shall reasonably object within two Business Days after the receipt thereof. Such counsel or underwriter, if any, shall be deemed to have reasonably objected to
such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission. 


        (v)    Subject
to the execution of a confidentiality agreement reasonably acceptable to the Issuer, make available at reasonable times for inspection by one or more
representatives of the selling Holders, designated in writing by a Majority of Holders whose Registrable Securities are included in the Shelf Registration Statement, any underwriter, if any,
participating in any distribution pursuant to the Shelf Registration Statement, and any attorney or accountant retained by the Majority of Holders or any of the underwriter(s), all financial and other
records, pertinent corporate documents and properties of the Issuer as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the Issuer's
officers, directors, managers and employees to supply all
information reasonably requested by any such representative or representatives of the selling Holders, underwriter, attorney or accountant in connection with the Shelf Registration Statement;  provided, however, that any information designated by the Issuer as confidential at the time of delivery of such information shall be kept confidential
by the recipient thereof. 


        (vi)    If
requested by the Initial Purchasers or their counsel, any Holder or the underwriter(s), if any, incorporate in the Shelf Registration Statement or Prospectus,
pursuant to a supplement or post-effective amendment if necessary, such information as such Initial Purchasers, counsel, Holder or underwriter(s), if any, may reasonably request to have
included therein, including, without limitation: (1) the name and identity of the Holder, the number or amount of Securities held, and information relating to the "Plan
of Distribution" of the Registrable Securities, (2) information with respect to the principal amount of Convertible Notes or number of shares of Common Stock being sold,
(3) the purchase price being paid therefor and (4) any other terms of the offering of the Registrable Securities to be sold in such offering; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as reasonably practicable after the Issuer is notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment. 


        (vii)    As
promptly as practicable furnish to each selling Holder, the Initial Purchasers and their counsel, and each of the underwriter(s), if any, without charge, at least
one copy of the Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto (and any documents incorporated by reference therein or exhibits thereto (or exhibits
incorporated in such exhibits by reference) as such Person may request in writing). 



        (viii)    Deliver
to each selling Holder, the Initial Purchasers and their counsel, and each of the underwriter(s), if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; subject to any notice by the Issuer in accordance with this Section 4(b)
of the existence of any fact or event of the kind described in Section 4(b)(iii)(D), the Issuer hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of
the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto. 




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        (ix)    If
an underwriting agreement is entered into and the registration is an Underwritten Registration, the Issuer shall: 



        (A)    upon
request, furnish to each selling Holder and each underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by
issuers to underwriters in primary underwritten offerings, upon the date of closing of any sale of Registrable Securities in an Underwritten Registration: 



        (1)    a
certificate, dated the date of such closing, signed by (y) the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and
(z) the Chief Financial Officer of the Issuer confirming, as of the date thereof, such matters as such parties may reasonably request; 



        (2)    opinions,
each dated the date of such closing, of counsel to the Issuer covering such matters as are customarily covered in legal opinions to underwriters in connection
with primary underwritten offerings of securities; and 


        (3)    customary
comfort letters, dated the date of such closing, from the Issuer's independent accountants (and from any other accountants whose report is contained or
incorporated by reference in the Shelf Registration Statement), in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with primary
underwritten offerings of securities; 




        (B)    set
forth in full in the underwriting agreement, if any, indemnification provisions and procedures which provide rights no less protective than those set forth in
Section 6 hereof with respect to all parties to be indemnified; and 


        (C)    deliver
such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary
conditions contained in the underwriting agreement or other agreement entered into by the selling Holders pursuant to this clause (ix). 




        (x)    Before
any public offering of Registrable Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the
registration and qualification
of the Registrable Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Shelf Registration Statement; provided,
however, that the Issuer shall not be required (A) to register or qualify as a foreign corporation or a dealer of securities where it is not now so qualified or to take
any action that would subject it to the service of process in any jurisdiction where it is not now so subject or (B) to subject itself to taxation in any such jurisdiction if it is not now so
subject. 


        (xi)    Cooperate
with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities
to be sold and not bearing any restrictive legends (unless required by applicable securities laws); and enable such Registrable Securities to be in such denominations and registered in such names as
the Holders or the underwriter(s), if any, may reasonably request at least two Business Days before any sale of Registrable Securities. 



        (xii)    Use
its reasonable best efforts to cause the Registrable Securities covered by the Shelf Registration Statement to be registered with or approved by such other U.S.
governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Registrable Securities, subject to
the proviso in clause (x) above. 




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        (xiii)    Subject
to Section 4(b)(i) hereof, if any fact or event contemplated by Section 4(b)(iii)(D) hereof shall exist or have occurred, use its
reasonable best efforts to prepare a supplement or post-effective amendment to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein not misleading. 



        (xiv)    Provide
CUSIP numbers for all Registrable Securities not later than the effective date of the Shelf Registration Statement and provide the Trustee under the Indenture
with certificates for the Convertible Notes that are in a form eligible for deposit with The Depository Trust Company. 


        (xv)    Cooperate
and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter that is required to
be retained in accordance with the rules and regulations of the NASD. 


        (xvi)    Otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and
regulations of the Exchange Act and make generally available to its security holders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder no later than 45 days after the end of any 12 month period (or 90 days after the end of any 12-month period if such period is a
fiscal year) commencing on the first day of the first fiscal quarter of the Issuer commencing after the effective date of a Shelf Registration Statement, which statements shall c over said
12-month periods. 


        (xvii)    Cause
the Indenture to be qualified under the TIA not later than the effective date of the Shelf Registration Statement required by this Agreement, and, in connection
therewith, cooperate with the Trustee and the holders of Convertible Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms
of the TIA; and execute and use its reasonable best efforts to cause the Trustee thereunder to execute all documents that may be required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner. 


        (xviii)    Cause
all Registrable Securities covered by the Shelf Registration Statement to be listed or quoted, as the case may be, on each securities exchange or automated
quotation system on which securities issued by the Issuer of the same series are then listed or quoted. 



        (xix)    Provide
promptly to each Holder upon written request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of
the Exchange Act after the effective date of the Shelf Registration Statement, unless such documents are available from EDGAR. 


        (xx)    If
requested by the underwriters in an Underwritten Offering, make appropriate officers of the Issuer reasonably available to the underwriters for meetings with
prospective purchasers of the Registrable Securities and prepare and present to potential investors customary "road show" material in a manner consistent with other new issuances of other securities
similar to the Registrable Securities. 


        (xxi)    Enter
into such customary agreements and take all such other necessary actions in connection therewith (including those requested by the holders of a majority of the
Registrable Securities being sold) in order to expedite or facilitate disposition of such Registrable Securities. 




10





 





        (xxii)    Upon
the filing of the Shelf Registration Statement and the effectiveness of the Shelf Registration Statement, announce the same by issuing a news release to Reuters
Economic Services and Bloomberg Business News. 




        (c)    Each
Holder agrees by acquisition of a Registrable Security that, upon receipt of any notice from the Issuer of the existence of any fact of the kind described in
Section 4(b)(iii)(D) hereof, such Holder will, and will use its reasonable best efforts to cause any underwriter(s) in an Underwritten Offering to, forthwith discontinue disposition of
Registrable Securities pursuant to the Shelf Registration Statement until: 



        (i)    such
Holder has received copies of the supplemented or amended Prospectus contemplated by Section 4(b)(xiii) hereof; or 


        (ii)    such
Holder is advised in writing (the "Advice") by the Issuer that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. 




If
so directed by the Issuer, each Holder will deliver to the Issuer (at the Issuer's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering
such Registrable Securities that was current at the time of receipt of such notice of suspension. 


        (d)    The
Issuer is required to send a questionnaire in the form attached hereto as Annex A to each Holder of Registrable Securities at least 30 Business Days before the Shelf
Registration Statement is declared effective. Each Holder who intends to be named as a selling Holder in the Shelf Registration Statement shall furnish to the Issuer in writing, within 30 Business
Days after receipt of a request therefor as set forth in a questionnaire in the form attached hereto as Annex A, such information regarding such Holder
and the proposed distribution by such Holder of its Registrable Securities as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. Holders that do not complete the questionnaire and deliver it to the Issuer shall not be named as selling securityholders in the Prospectus or preliminary Prospectus
included in the Shelf Registration Statement and therefore shall not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement, so long as the Issuer has diligently
requested such information from such Holder and such Holder has had adequate time to respond to the Issuer's request. Each Holder who intends to be named as a selling Holder in the Shelf Registration
Statement shall promptly furnish to the Issuer in writing all information required to be disclosed in order to make information previously furnished to the Issuer by such Holder not materially
misleading and such other information as the Issuer may from time to time reasonably request in writing. 


        (e)    Upon
the effectiveness of the Shelf Registration Statement, each Holder shall notify the Issuer at least three Business Days prior to any intended distribution of
Registrable Securities pursuant to the Shelf Registration Statement (a "Sale Notice"), which notice shall be effective for five Business Days. Each
Holder of this Security, by accepting the same, agrees to hold any communication by the Issuer in response to a Sale Notice in confidence. 




        5.    Registration Expenses.    



        (a)    All
expenses incident to the Issuer's performance of or compliance with this Agreement shall be borne by the Issuer regardless of whether a Shelf Registration Statement
becomes effective, including, without limitation: 



        (i)    all
registration and filing fees and expenses (including without limitation fees and expenses with respect to filings required to be made with the National Association
of Securities Dealers, Inc.); 




11





 


        (ii)    all
fees and expenses of compliance with federal securities and state Blue Sky or securities laws (including without limitation reasonable fees and disbursements of
counsel for the Holders in connection with blue sky qualifications of the Registrable Securities); 



        (iii)    all
expenses of printing (including printing of Prospectuses and certificates for the Common Stock to be issued upon conversion of the Convertible Notes), messenger
and delivery services, and telephone; 


        (iv)    all
reasonable fees and disbursements of counsel to the Issuer and, subject to Section 5(b) below, the Holders of Registrable Securities; 


        (v)    fees
and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock; 



        (vi)    all
application and filing fees in connection with listing (or authorizing for quotation) the Common Stock on a national securities exchange or automated quotation
system pursuant to the requirements hereof; and 


        (vii)    all
fees and disbursements of independent certified public accountants of the Issuer (including the expenses of any special audit and comfort letters required by or
incident to such performance). 




        The
Issuer shall bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal, accounting or other duties), the
expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuer. 


        (b)    In
connection with the Shelf Registration Statement required by this Agreement, the Issuer shall reimburse the Initial Purchasers and the Holders of Registrable
Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, which shall be Fried, Frank, Harris,
Shriver & Jacobson or such other counsel chosen by a Majority of Holders for whose benefit the Shelf Registration Statement is being prepared and is reasonably acceptable to the Issuer. The
Issuer shall not be required to pay any underwriter discount, commission or similar fees related to the sale of the Securities. 




        6.    Indemnification and Contribution.    



        (a)    The
Issuer shall indemnify and hold harmless each Holder, their directors, officers, employees, representatives, agents and each person, if any, who controls such Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an "Indemnified Party"), from and against
any loss, claim, damage, expense or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, expense, liability or action relating to
resales of the Registrable Securities), to which such Indemnified Party may become subject, under the Securities Act or otherwise, insofar as any such loss, claim, damage, expense, liability or action
arises out of, or is based upon: 



        (i)    any
untrue statement or alleged untrue statement of a material fact contained in (A) the Shelf Registration Statement or Prospectus or any amendment or supplement
thereto or any preliminary prospectus or (B) any blue sky application or other document or any amendment or supplement thereto prepared or executed by the Issuer (or based upon written
information furnished by or on behalf of the Issuer expressly for use in such blue sky application or other document or amendment on supplement) filed in any jurisdiction specifically for the purpose
of qualifying any or all of the Registrable Securities under the securities law of any state or other jurisdiction (such application or document being hereinafter called a
"Blue Sky Application"); or 




12





 


        (ii)    the
omission or alleged omission to state in the Shelf Registration Statement or amendment thereto any material fact required to be stated therein or necessary to make
the statements therein not misleading, or the omission or alleged omission to state in the Prospectus or any amendment or supplement thereto or any preliminary prospectus any material fact required to
be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, 


and
shall reimburse each Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending or preparing
to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Issuer shall not be
liable to an Indemnified Party in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in the Shelf Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application in reliance upon and in conformity with
written information furnished to the Issuer by or on behalf of such Indemnified Party specifically for use therein; provided, further, that as to any
preliminary Prospectus, this indemnity agreement shall not inure to the benefit of any Indemnified Party or any officer, employee, representative, agent, director or controlling person of that
Indemnified Party on account of any loss, claim, damage, expense, liability or action arising from the sale of the Registrable Securities sold pursuant to the Shelf Registration Statement to any
person by such Indemnified Party if (i) that Indemnified Party failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time
required by the Securities Act and (ii) the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such preliminary
Prospectus was corrected in the Prospectus or a supplement or amendment thereto, as the case may be, unless in each case, such failure resulted from noncompliance by the Issuer with Section 4.
The foregoing indemnity agreement is in addition to any liability that the Issuer may otherwise have to any Indemnified Party. 




        (b)    Each
Holder, severally and not jointly, shall indemnify and hold harmless the Issuer, its directors, officers, employees, representatives, agents and each person, if
any, who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage, expense or liability,
joint or several, or any action in respect thereof, to which the Issuer or any such officer, employee, representative, agent or controlling person may become subject, insofar as any such loss, claim,
damage, expense, liability or action arises out of, or is based upon: 



        (i)    any
untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or Prospectus or any amendment or supplement thereto
or any Blue Sky Application; or 


        (ii)    the
omission or the alleged omission to state in the Shelf Registration Statement any material fact required to be stated therein or necessary to make the statements
therein not misleading, or the omission or alleged omission to state in the Prospectus any material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, 


but
in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information
furnished to the Issuer by or on behalf of such Holder (or its related Indemnified Party) specifically for use therein, and shall reimburse the Issuer and any such director, officer, employee,
representative, agent or controlling person promptly upon demand for any 




13





 





legal
or other expenses reasonably incurred by the Issuer or any such officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such
loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability that any Holder may otherwise have to the Issuer and any such
director, officer, employee or controlling person. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds
received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. 




        (c)    Promptly
after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the claim or the commencement of that action;  provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under this
Section 6 except to the extent it has been materially prejudiced by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any
liability that it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action,
the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ counsel to
represent jointly the indemnified party and its respective directors, employees, officers and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity
may be sought by the indemnified party against the indemnifying party under this Section 6 if (1) employment of such counsel has been authorized in writing by the indemnifying party, or
(2) such indemnifying party shall not have employed counsel to have charge of the defense of such proceeding within 30 days of the receipt of notice thereof, or (3) such
indemnified party shall have reasonably concluded that the representation of such indemnified party and those directors, employees, officers and controlling persons by the same counsel representing
the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them or where there may be one or more defenses
available to them that are different from, additional to or in conflict with those available to the indemnifying party, and in any such event ((1), (2) or (3)) the fees and expenses of such
separate counsel shall be paid by the indemnifying party as incurred. It is understood that the indemnifying party shall not be liable for the fees and expenses of more than one separate firm (in
addition to local counsel in each jurisdiction) for all indemnified parties in connection with any proceeding or related proceedings. No indemnifying party shall: 



        (i)    without
the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld) effect any settlement of any pending or threatened action
in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of such indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to or an
admission of fault, culpability or failure to act by or on behalf of any indemnified party, or 




14





 


        (ii)    be
liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss of liability
by reason of such settlement or judgment in accordance with this Section 6. 




        (d)    If
the indemnification provided for in this Section 6 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages, expenses or liabilities (or actions
in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or
parties on the one hand and the indemnified party on the other from the registration of the Registrable Securities pursuant to the Shelf Registration, or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties 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 Issuer on the one hand or such
Holder or such other indemnified party, as the case may be, on the other, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). The Issuer and
the Holders agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation which does
not take account of the equitable considerations referred to herein. Notwithstanding any other provision of this Section 6(d), the Holders of the Registrable Securities shall not be required to
contribute any amount in excess of the amount by which the gross proceeds received by such Holders from the sale of the Registrable Securities pursuant to the Shelf Registration Statement exceeds the
amount of damages which such Holders have 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. For
purposes of
this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Issuer within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Issuer. The Holders'
respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Registration Statement
and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in
equity. 


        (e)    If
at any time an indemnified party shall have requested an indemnifying party to reimburse such indemnified party for fees and expenses of counsel as contemplated
herein, then such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than
30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have 



15





 




reimbursed
such indemnified party in accordance with such request prior to the date of such settlement, and (iii) such indemnified party shall have given such indemnifying party at least
30 days' prior notice of its intention to settle. 


        (f)    The
indemnity and contribution provisions contained in this Section 6 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 any Initial Purchaser, any Holder or any person controlling any Initial Purchaser or any Holder, or by or on behalf of the
Issuer, its officers or directors or any person controlling the Issuer, and (iii) any sale of Registrable Securities pursuant to the Shelf Registration Statement. 




        7.    Information Requirements.    



        The
Issuer covenants that, if at any time before the end of the Effectiveness Period it is not subject to the reporting requirements of the Exchange Act, it will cooperate with any
Holder of Registrable Securities and take such further action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation, making such representations as
any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Actwithin the
limitations of the exemptions provided by Rule 144, Rule 144A, Regulation S and Regulation D under the Securities Act and customarily taken in connection with sales
pursuant to such exemptions. 


        In
addition, in the event the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer hereby agrees with each Holder, for so long as any Registrable
Securities remain outstanding, to make available to any Holder or beneficial owner of Registrable Securities in connection with any sale thereof and any prospective purchaser of such Registrable
Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Registrable Securities pursuant to Rule 144A. 


        The
Issuer shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-1 or
Form S-3, as the case may be, in order to allow the Issuer to be eligible to file registration statements on Form S-1 or Form S-3. 


        8.    Underwritten Registrations.    



        (a)    The
Underwriting Majority may sell its Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement only with the Issuer's consent,
which consent may not be unreasonably withheld, delayed or conditioned. 



        (b)    Participation of Holders. No Holder may participate in any Underwritten Registration hereunder unless such Holder: 



        (i)    agrees
to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such
arrangements; and 


        (ii)    completes
and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents
reasonably required under the terms of such underwriting arrangements. 




        (c)    Selection of Underwriters. In any such Underwritten Offering, the investment banker or investment bankers and manager or
managers that will administer the offering will be selected by a Majority of Holders whose Registrable Securities are included in such Underwriting Offering; provided, that such investment bankers and
managers must be reasonably satisfactory to the Issuer. 




        9.    Miscellaneous.    



        (a)    Remedies. The Issuer acknowledges and agrees that any failure by the Issuer to comply with its obligations under
Section 2 hereof may result in material irreparable injury to the Initial 



16





 

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 Issuer's obligations under Section 2 hereof. The Issuer further agrees to waive the
defense in any action for specific performance that a remedy at law would be adequate. 


        (b)    No Inconsistent Agreements. The Issuer is not a party to, as of the date hereof, and will not enter into, on or after the
date of this Agreement, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. In
addition, the Issuer shall not grant to any of its security holders (other than the holders of Registrable Securities in such capacity) the right to include any of its securities in the Shelf
Registration Statement provided for in this Agreement other than the Registrable Securities. The Issuer has not previously entered into any agreement (which has not expired or been terminated)
granting any registration rights with respect to its securities to any Person, which rights conflict with the provisions hereof. 


        (c)    Adjustments Affecting Registrable Securities. The Issuer shall not, directly or indirectly, take any action with respect
to the Registrable Securities as a class that would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant
to this Agreement. 


        (d)    Amendments and Waivers. This Agreement may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of a Majority of Holders; provided, however,
that no amendment, modification, supplement, waiver or consent to or departure from the provisions of Section 6 that materially and adversely affects a Holder hereof shall be effective as
against any such Holder of Registrable Securities unless consented to in writing by such Holder; provided, further, that with respect to any matter that directly or indirectly adversely affects the
rights of any Initial Purchaser hereunder, the Issuer shall obtain the written consent of each such Initial Purchaser against which such amendment, modification, supplement, waiver or consent is to be
effective. 


        (e)    Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by
hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery: 



        (i)    if
to a Holder, at the address set forth on the records of the registrar under the Indenture or the transfer agent of the Common Stock, as the case may be; and 


        (ii)    if
to the Issuer: 



Sinclair
Broadcast Group, Inc.

10706 Beaver Dam Road

Hunt Valley, Maryland 21030

Fax No.: (410) 568-1591

Attention: Chief Financial Officer 


With
a copy to: 


Thomas &
Libowitz

100 Light Street, Suite 1100

Baltimore, Maryland 21202

Fax No.: (410) 752-2046

Attention: C. Wayne Davis 





17





 



Wilmer
Cutler & Pickering

100 Light Street, 13th Floor

Baltimore, Maryland 21202

Fax No.: (410) 986-2828

Attention: Jay Watkins & Roger Patterson 


(iii)    if
to the Initial Purchasers: 



c/o
Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York 10179

Fax No.: (212) 272-3092

Attention: Convertible Capital Markets



c/o
UBS Warburg LLC, New York

Convertible Bonds Desk (for notice)

299 Park Avenue

New York, New York 10171

Fax No.: (212) 713-3460, and 


UBS
Warburg LLC Legal and

Compliance Department (for information

purposes only)

677 Washington Boulevard

Stamford, CT 06901 


With
a copy to: 


Fried,
Frank, Harris, Shriver & Jacobson

1 New York Plaza

New York, New York 10004

Fax No.: (212) 859-4000

Attention: Valerie Ford Jacob 





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 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. 



A
document or notice shall be deemed to have been furnished to the Holders of the Registrable Securities if it is provided to the registered holders of the Registrable Securities at the address set
forth in clause (i) above. 


        (f)    Successors and Assigns. Any person who purchases any Registrable Securities from the Initial Purchasers or any Holder
shall be deemed, for purposes of this Agreement, to be an assignee of the Initial Purchasers or such Holder, as the case may be. 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 of Registrable Securities;  provided, however,
that (i) nothing contained 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 and (ii) this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder
unless and to the extent such 



18





 




successor
or assign acquired Registrable Securities from such Holder. 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 of 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 Issuer with respect to any failure by a Holder to comply with, or breach by any Holder of, any of the obligations of such Holder under this
Agreement. 


        (g)    Purchases and Sales of Convertible Notes. The Issuer shall not, and shall use its reasonable best efforts to cause its
affiliates (as defined in Rule 405 under the Securities Act) within its Control not to, resell or otherwise transfer any Convertible Notes acquired by the Company or such affiliates, except
pursuant to an effective registration statement under the Securities Act or an exemption therefrom. 


        (h)    Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the
Issuer and the Initial Purchasers, and such Initial Purchasers shall have the right to enforce such agreements directly to the extent they deem such enforcement necessary or advisable to protect their
rights or the rights of Holders hereunder. 


        (i)    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. 


        (j)    Securities Held by the Issuer or Their Affiliates. Whenever the consent or approval of Holders of a specified percentage
of Registrable Securities is required hereunder, Registrable Securities held by the Issuer or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted
in determining whether such consent or approval was given by the Holders of such required percentage. 


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


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


        (m)    Consent to Jurisdiction. Each party irrevocably agrees that any legal suit, action or proceeding arising out of or based
upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in the federal courts of the United States of
America located in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the
"Specified Courts"), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment
of any such court (a "Related Judgment"), as to which such Jurisdiction is non-exclusive) of such courts in any such suit, action or
proceeding. The parties further agree that service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any lawsuit,
action or other proceeding brought in any such court. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in the
Specified Courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court
has been brought in an inconvenient forum. 


        (n)    Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and 



19





 




enforceability
of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby, and the parties hereto shall use I ts best
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all
of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 


        (o)    Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.
There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuer with respect to the
Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 



[Signature
page to follow] 


20





 

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



	 	 	Very truly yours,
	

 	
 	
SINCLAIR BROADCAST GROUP, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:






21





 

        The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. 



	 	 	BEAR, STEARNS & CO. INC.,

        on behalf of the Initial Purchasers
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
UBS WARBURG LLC,

        on behalf of the Initial Purchasers
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:





22











  



 
 

ANNEX A    
    
    Sinclair Broadcast Group, Inc.
  Notice of Registration Statement
  and Selling Securityholder Election and Questionnaire    
    
    Notice    
    


        Sinclair Broadcast Group, Inc. (the "Company") has filed, or intends shortly to file, with the Securities
and Exchange Commission (the "Commission") a registration statement on Form S-3 or such other Form as may be available (the
"Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the
"Securities Act"), of the Company's Convertible Subordinated Notes due 2018 (CUSIP
No.                        ) (the
"Notes"), and class A common stock, par value $0.01 per share, issuable upon conversion and thereof (the
"Shares" and together with the Notes, the "Transfer Restricted Securities") in accordance with the terms
of the Registration Rights Agreement, dated as of May     , 2003 (the "Registration Rights Agreement") between the Company and Bear,
Stearns & Co. Inc., UBS Warburg LLC, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and Wachovia Securities, Inc. A copy of the Registration Rights
Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meaning ascribed thereto in the Registration Rights Agreement. 


        To
sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be
required to be named as a selling securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of
the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described
below). To be included in the Shelf Registration Statement, this Election and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt  prior to or on the 30th business
day from the receipt hereof (the "Election and Questionnaire
Deadline"). Beneficial Owners that do not complete and return this Election and Questionnaire prior to the Election and Questionnaire Deadline and
deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and therefore will not be permitted to sell any Transfer Restricted
Securities pursuant to the Shelf Registration Statement.


        Certain
legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners
of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus. 


A-1





 
ELECTION  


        The undersigned holder (the "Selling Securityholder") of Transfer Restricted Securities hereby elects to include
in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3). The undersigned, by signing and
returning this Election and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Election and Questionnaire and the
Registration Rights Agreement. 


        Pursuant
to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Company's directors, the Company's officers,
employees, representatives and agents and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act,
from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the
information provided in this Election and Questionnaire. 


        The
Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete: 


QUESTIONNAIRE  


	1.
	(a)    Full
Legal Name of Selling Securityholder: 







        (b)    Full
legal name of registered holder (if not the same as (a) above) through which Transfer Restricted Securities listed in (3) below are held: 





        (c)    Full
legal name of DTC participant (if applicable and if not the same as (b) above) through which Transfer Restricted Securities listed in (3) are held: 




	2.
	Address
for notices to Selling Securityholders: 










A-2





 

Telephone:
________________________________ Fax: ________________________________ 


Contact
Person:______________________________________________________________ 


	3.
	Beneficial
ownership of Transfer Restricted Securities: 




        (a)    Type
of Transfer Restricted Securities beneficially owned, and principal amount of Notes or Number of shares of Common Stock, as the case may be, beneficially owned: 


        (b)    CUSIP
No(s). of such Transfer Restricted Securities beneficially owned: 


	4.
	Beneficial
ownership of the Company's securities owned by the Selling Securityholder: 



EXCEPT
AS SET FORTH BELOW IN THIS ITEM (4), THE UNDERSIGNED IS NOT THE BENEFICIAL OR REGISTERED OWNER OF ANY SECURITIES OF THE COMPANY OTHER THAN THE TRANSFER RESTRICTED SECURITIES LISTED ABOVE IN
ITEM (3) ("Other Securities"). 


        (a)    Type
and amount of Other Securities beneficially owned by the Selling Securityholder: 





        (b)    CUSIP
No(s). of such Other Securities beneficially owned: 




	5.
	Relationship
with the Company 



        Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any
other material relationship with the Company (or their predecessors or affiliates) during the past three years. 


State
any exceptions here: 




	6.
	Plan
of Distribution: 



        Except
as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the
Shelf Registration Statement only as follows (if at all). Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters,
broker-dealers or agents. If the Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or
commissions or agent's commissions. Such Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions): 




        (i)    on
any national securities exchange or quotation service on which the Transfer Restricted Securities may be listed or quoted at the time of sale; 


        (ii)    in
the over-the-counter market; 


        (iii)    in
transactions otherwise than on such exchanges or services or in the over-the-counter market; or 


        (iv)    through
the writing of options. 





        In
connection with sales of the Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short
sales of the 


A-3





 

Transfer
Restricted Securities and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell
such securities. State any exceptions here: 







Note:
In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior agreement of the Company. 


        By
signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees it will comply, with the provisions of the prospectus delivery and
other provisions of the Securities Act and Exchange Act and the respective rules and regulations promulgated thereunder, particularly Regulation M thereunder (or any successor rules or
regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement. 



        If
the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item 3 above after the date on which such information is provided to the
Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Election and Questionnaire and the Registration Rights
Agreement. 


        By
signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion
of such information in the Shelf Registration Statement and the related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with
the preparation or amendment of the Shelf Registration Statement and the related Prospectus. 


        In
accordance with the Selling Securityholder's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf
Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof
at any time while the Shelf
Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. 



        Once
this Election and Questionnaire is executed by the Selling Securityholders and received by the Company, the terms of this Election and Questionnaire and the representations and
warranties contained herein shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the
Selling Securityholder with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item 3 above. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York. 



        IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Election and Questionnaire to be executed and delivered either in person or by its authorized agent. 



	Dated:	 	Beneficial Owner
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:







        Please return the completed and executed Election and Questionnaire for receipt PRIOR TO OR ON THE 30TH BUSINESS DAY FROM RECEIPT HEREOF to Sinclair Broadcast
Group, Inc. at: 




Sinclair
Broadcast Group, Inc.

10706 Beaver Dam Road

Hunt Valley, Maryland 21030

Attention: Chief Financial Officer 




A-4





 




 
 

Exhibit 1 To Annex A
  
    Notice To Transfer Pursuant
  To Registration Statement    
    


Sinclair
Broadcast Group, Inc.

10706 Beaver Dam Road

Hunt Valley, Maryland 21030 


Wachovia
Bank, National Association

Corporate Trust Department VA 9646

1021 East Cary Street, 3rd Floor

Richmond, Virginia 23219 


	Re:
	Sinclair
Broadcast Group, Inc.'s

Convertible Subordinated Notes due 2018 (the "Notes") 



Dear
Sirs: 


        Please
be advised that                        has transferred
$                        aggregate principal amount of the above-referenced Notes
or                        shares of the Company's Common Stock
issued on conversion or repurchase of Notes, pursuant to the Registration Statement on Form S-3 (File
No. 333-                        ) filed by the Company. 


        We
hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied with respect to the transfer described above and that
the above named beneficial owner of the Notes or Common Stock is named as a selling securityholder in the Prospectus
dated                        , or in amendments or supplements thereto, and that the
aggregate principal amount of the Notes or number of shares of Common Stock transferred are [all or a portion of] the Notes or Common Stock listed in such Prospectus, as
amended or supplemented, opposite such owner's name. 



	 	 	Very truly yours,
	

 	
 	

[name]
	

 	
 	

By:	

 
	 	 	 	
 (Authorized signature)
	Dated:_____________________________

	 	 	 




A-5









QuickLinks


ANNEX A Sinclair Broadcast Group, Inc. Notice of Registration Statement and Selling Securityholder Election and Questionnaire Notice

Exhibit 1 To Annex A Notice To Transfer Pursuant To Registration Statement