EX-4.5






EXHIBIT 4.5




NBC UNIVERSAL, INC.




REGISTRATION RIGHTS AGREEMENT




LETTER AMENDMENT




November 7, 2005




Paxson Communications Corporation



601 Clearwater Park Road



West Palm Beach, Florida 33401



Ladies and Gentlemen:



Reference is made to the Registration Rights Agreement (the “Agreement”), dated as of
September 15, 1999, by and between Paxson Communications Corporation (together with its successors
and assigns, the “Company”) and NBC Universal, Inc. (f/k/a National Broadcasting Company,
Inc.) (together with its successors and assigns, the “Investor”). Capitalized terms used
but not otherwise defined herein shall have the respective meanings given such terms in the
Agreement.



The Company and the Investor hereby agree to amend the Agreement in accordance with Section
9(b) of the Agreement as follows:



1. All references in the Agreement to “Warrants” shall be disregarded, it being understood
that the Warrants have been cancelled effective as of the date hereof.



2. All references in the Agreement to “Investment Agreement” shall mean the Amended and
Restated Investment Agreement, dated as of the date hereof, by and between the Company and the
Investor, as such agreement may be amended, modified or supplemented from time to time.



3. All references in the Agreement to “Preferred Stock” shall mean the 11% Series B
Convertible Exchangeable Preferred Stock of the Company.



4. The definition of “Registrable Securities” shall be amended to include any shares of
Preferred Stock deliverable by the Investor to the transfer agent pursuant to Section 3.6(c)(ii) of
the Stockholder Agreement.



5. All references in the Agreement to “Stockholder Agreement” shall mean the Amended and
Restated Stockholder Agreement, dated as of the date hereof, by and among the Company, certain
Company affiliates and the Investor, as such agreement may be amended, modified or supplemented
from time to time.



6. All references in the Agreement to “Call Agreement” shall mean the Call Agreement, dated as
of the date hereof, among NBC Palm Beach Investment II, Inc. and the Paxson Stockholders, as such
agreement may be amended, modified or supplemented from time to time.



7. All references in the Agreement to “Call Shares” shall mean the Call Shares as that term is
defined in the Call Agreement.



8. All references in Section 2(a) of the Agreement to “$100,000,000” shall be deleted and
replaced with “$25,000,000.”



9. All references in Section 2(a) of the Agreement to “$20,000,000” shall be deleted and
replaced with “$5,000,000.”



10. Section 9(c) of the Agreement shall be deleted in its entirety and replaced with the
following:



“(c) Notices. Except as set forth below, all notices and other communications
provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given
if delivered personally or sent by telex or telecopier, registered or certified mail (return
receipt requested), postage prepaid or courier or overnight delivery service to the Company at the
following address and to a Holder at the following address (or at such other address for any party
as shall be specified by like notice, provided that notices of a change of address shall be
effective only upon receipt thereof):



	 	 	 	 	 
	If to the Company:
	 	Paxson Communications Corporation

	 
	 	601 Clearwater Park Road
	 
	 	West Palm Beach, Florida  33401

	 
	 	Attention: Chief Executive Officer

	 
	 	Fax:  561-655-9424

	With a copy to:
	 	Holland & Knight LLP

	 
	 	222 Lakeview Avenue, Suite 1000
	 
	 	West Palm Beach, Florida  33401

	 
	 	Attention:  David L. Perry

	 
	 	Tel:  561-650-8314

	 
	 	Fax:  561-850-8399

	If to the Investor:
	 	NBC Universal, Inc.

	 
	 	30 Rockefeller Plaza
	 
	 	New York, New York  10112

	 
	 	Attention:  General Counsel

	 
	 	Tel:  212-646-7024

	 
	 	Fax:  212-646-4733

	With a copy to:
	 	Shearman & Sterling LLP

	 
	 	599 Lexington Avenue
	 
	 	New York, New York  10022

	 
	 	Attention:  John A. Marzulli, Jr.

	 
	 	Tel:  212-848-8590

	 
	 	Fax:  646-848-8590”







11. Section 9(i) of the Agreement shall be deleted in its entirety and replaced with the
following:



“If one or more provisions of this Agreement or the application thereof to any person or
circumstances is determined by a court or agency of competent jurisdiction to violate any law or
regulation, including, without limitation, any rule or policy of the Federal Communications
Commission, or to be invalid, void or unenforceable to any extent (a “Conflicting Provision”), the
Conflicting Provision shall have no further force or effect, but the remainder of this Agreement
and the application of the Conflicting Provision to other persons or circumstances or in
jurisdictions other than those as to which it has been held invalid or unenforceable shall not be
affected thereby and shall be enforced to the greatest extent permitted by law, so long as any such
violation, invalidity or unenforceability does not change the basic economic or legal positions of
the parties. In such event, the parties shall negotiate in good faith such changes in other terms
as shall be practicable in order to effect the original intent of the parties.”



Except as otherwise set forth herein, the parties hereto agree that the remaining provisions
of the Agreement shall remain in full force and effect.



This Letter Amendment shall be governed by, and construed in accordance with, the laws of the
State of New York applicable to contracts executed in and to be performed in that State.



NBC UNIVERSAL, INC.



	 	 	 	 	 
	By:

	 	/s/ Robert C. Wright
	 	

	 	 	 

	
 
	 	Name:
	 	Robert C. Wright
	 	 	Title: President and Chief Executive

Officer







Consented to and acknowledged


as of the above date:



PAXSON COMMUNICATIONS CORPORATION



	 	 	 
	By: /s/ Dean M. Goodman

	 

	Name:

Title:

	 	Dean M. Goodman

President and Chief Operating Officer