-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TbLUYvUTmV5W7ISjYm3c9MEtFY0KbtkBA1r1MEHcFMJaNOLhHZ7zMIUhoA64CkkO Rf9KrlYf70+vif3KGt5f5A== 0000928385-96-000790.txt : 19960624 0000928385-96-000790.hdr.sgml : 19960624 ACCESSION NUMBER: 0000928385-96-000790 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960621 SROS: NASD GROUP MEMBERS: BARRY BAKER GROUP MEMBERS: BETTER COMMUNICATIONS, INC. GROUP MEMBERS: RIVER CITY BROADCASTING L P GROUP MEMBERS: RIVER CITY BROADCASTING, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR BROADCAST GROUP INC CENTRAL INDEX KEY: 0000912752 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521494660 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44309 FILM NUMBER: 96584245 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 W 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIVER CITY BROADCASTING L P CENTRAL INDEX KEY: 0000904676 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 742446862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1215 COLE STREET CITY: ST LOUIS STATE: MO ZIP: 63106 BUSINESS PHONE: 8173908500 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL BROADCASTING LTD DATE OF NAME CHANGE: 19930514 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)* Sinclair Broadcast Group, Inc. ------------------------------------- (Name of Issuer) Class A Common Stock, $0.01 par value per share -------------------------------------------------------------- (Title of Class of Securities) 829266 10 9 ----------------- (CUSIP Number) Barry Baker River City Broadcasting, L.P. 1215 Cole Street, St. Louis, Missouri 63106 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 31, 1996 ------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ----------------------------- --------------------- CUSIP NO. 829266 10 9 PAGE 2 OF 14 PAGES - ----------------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO OF River City Broadcasting, L.P. ABOVE PERSON - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] ----- (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* OO (See Item 3) 4 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) ____ Not Applicable - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 6 - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 4,181,818 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 4,181,818 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,181,818 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 X ---- - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13 Approximately 39.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* PN 14 - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ----------------------------- --------------------- CUSIP NO. 829266 10 9 PAGE 3 OF 14 PAGES - ----------------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO OF Better Communications, Inc. ABOVE PERSON - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] ----- (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* OO (See Item 3) 4 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) ____ Not Applicable - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 6 - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 4,181,818 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 4,181,818 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,181,818 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 X ---- - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13 Approximately 39.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* CO 14 - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ----------------------------- --------------------- CUSIP NO. 829266 10 9 PAGE 4 OF 14 PAGES - ----------------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO OF Barry Baker ABOVE PERSON - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] ----- (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* OO (See Item 3) 4 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) ____ Not Applicable - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 6 - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 691,218 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 4,181,818 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 691,218 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 4,181,818 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,873,036 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 X ---- - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13 Approximately 43.7% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* IN 14 - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Schedule 13D Page 5 of 14 River City Broadcasting, L.P. Sinclair Broadcast Group, Inc. This Statement on Schedule 13D is being filed pursuant to Rule 13d-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D relates to the Class A Common Stock, par value $0.01 per share ("SBG COMMON STOCK"), of Sinclair Broadcast Group, Inc., a Maryland corporation (the "COMPANY" or "SBG"). The Company's principal executive offices are located at 2000 W. 41st Street, Baltimore, Maryland 21211. ITEM 2. IDENTITY AND BACKGROUND The persons filing this joint Statement on Schedule 13D are River City Broadcasting, L.P. ("RCB"), Better Communications, Inc. ("BCI"), and Barry Baker, ("BAKER") (collectively, the "RCB PARTIES"). Except as set forth below, the information required to be set forth in this Item 2 of Schedule 13D regarding the RCB Parties is set forth on Schedule I hereto. BCI and Baker are parties to a Consent Agreement (the "CONSENT AGREEMENT") with certain of the other limited partners of RCB that governs the disposition by RCB of its shares of SBG Common Stock. (See Item 6) As such, BCI and Baker are part of a group that consists of BCI, Baker, Larry D. Marcus, Marcus Investments, L.P., Boston Ventures Limited Partnership IV, Boston Ventures Limited Partnership IVA (together with Boston Ventures Limited Partnership IV, "BOSTON VENTURES"), BancBoston Capital, Inc., BancBoston Investments, Inc. and Pyramid Ventures, Inc. ("PYRAMID") (the "PARTNERSHIP GROUP"). Except as set forth below, the information required to be set forth in this Item 2 of Schedule 13D regarding the members of the Partnership Group is set forth on Schedule II hereto. The information set forth on Schedule II with respect to members of the Partnership Group other than any of the RCB Parties is set forth to the best knowledge of the RCB Parties. Baker is a party to a Voting Agreement (the "VOTING AGREEMENT") with David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith (collectively, the "SBG Stockholders") and Boston Ventures (the "VOTING GROUP") that governs the voting by the SBG Stockholders of their shares of SBG Common Stock in certain situations. (See Item 3) Schedule 13D Page 6 of 14 River City Broadcasting, L.P. Sinclair Broadcast Group, Inc. Except as set forth below, the information required to be set forth in this Item 2 of Schedule 13D regarding the members of the Voting Group is set forth on Schedule III hereto. The information set forth on Schedule III with respect to members of the Voting Group other than any of the RCB Parties is set forth to the best knowledge of the RCB Parties. During the last five years, none of the RCB Parties, and to the best knowledge of the persons filing this Statement, none of the members of the Partnership Group, the members of the Voting Group or any of their respective executive officers or directors have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). During the last five years, none of the RCB Parties, and to the best knowledge of the persons filing this Statement, none of the members of the Partnership Group, the members of the Voting Group or any of their respective executive officers or directors have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which it, he or she was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Notwithstanding the foregoing, affiliates of Pyramid that beneficially own shares of SBG Common Stock have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which such affiliates were or are subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the best knowledge of the persons filing this Statement, unless otherwise indicated, all of the individuals listed in Schedules I, II and III are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On May 31, 1996 the parties thereto consummated the transactions contemplated pursuant to the Amended and Restated Asset Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of April 10, 1996, as amended and restated as of May 31, 1996, by and between RCB and SBG, as assigned to and assumed by certain wholly owned subsidiaries of SBG. Pursuant to the terms of the Purchase Agreement, SBG purchased substantially all of the assets of RCB (the Schedule 13D Page 7 of 14 River City Broadcasting, L.P. Sinclair Broadcast Group, Inc. "ACQUISITION"). In partial consideration for the Acquisition, SBG issued 1,150,000 shares of its Series A Exchangeable Preferred Stock (the "EXCHANGEABLE PREFERRED STOCK") to RCB. In connection with the Acquisition, the Voting Group entered into the Voting Agreement pursuant to which the SBG Stockholders agreed to vote their shares of the capital stock of SBG in favor of certain specified matters including, but not limited to, an amendment to the charter of SBG (the "AMENDED CHARTER"). (See Exhibit 7.01) Such Amended Charter would, among other things, increase the authorized capital of SBG to permit the issuance to RCB of shares of the SBG Common Stock. Subject to and upon the filing of the Amended Charter subsequent to the SBG stockholders' meeting, which is anticipated to occur on June 28, 1996, the Exchangeable Preferred Stock issued to RCB will automatically be exchanged for an equivalent number of shares of the Series B Convertible Preferred Stock (the "CONVERTIBLE PREFERRED STOCK") of SBG, which will then be convertible at the holder's option at any time into 4,181,818 shares of SBG Common Stock as reported herein. ITEM 4. PURPOSE OF TRANSACTION The purpose of the transaction for which this Statement relates was to facilitate the Acquisition (See Item 3). The RCB Parties will hold shares of SBG Common Stock (into which the Convertible Preferred Stock is convertible) for investment purposes. Baker is a party to the Voting Agreement. The Voting Agreement contemplates that the Amended Charter will be approved by the stockholders of SBG and that the capital structure of SBG will be changed to increase the authorized capital of SBG. Subject to certain regulatory restrictions, the SBG Stockholders have agreed to vote for Baker and for a designee of Boston Ventures as directors of the Company and Baker and Boston Ventures have agreed to vote for the SBG Stockholders as directors of the Company during the periods specified in the Voting Agreement. (See Exhibit 7.01) ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The RCB Parties, through their ownership of 1,150,000 shares of Convertible Preferred Stock as described in Item 3, will be owners of record of 4,181,818 shares of SBG Common Stock, which, when issued, will represent approximately 39.9% of the issued and outstanding shares of SBG Common Stock. These shares of Convertible Preferred Stock will be directly beneficially owned by RCB, which is controlled by its Schedule 13D Page 8 of 14 River City Broadcasting, L.P. Sinclair Broadcast Group, Inc. general partner BCI, which in turn is controlled by Baker. Baker, through his ownership of the vested Baker Stock Options (as defined in Item 6), may also be deemed to beneficially own 691,218 shares of SBG Common Stock, resulting in an aggregate of 4,873,036 shares of SBG Common Stock, which, when issued, will represent approximately 43.7% of the issued and outstanding shares of SBG Common Stock. To the best knowledge of the RCB Parties, none of the other executive officers or directors of any of the RCB Parties have the right to acquire or beneficially own any shares of SBG Common Stock as of the date of this Statement. Beneficial ownership by BCI and Baker of the 4,873,036 shares of SBG Common Stock referred to in the preceding paragraph may be attributed to the members of the Partnership Group that own shares of SBG Common Stock. As of the date hereof, none of the members of the Partnership Group other than BCI and Baker have the right to acquire or beneficially own any shares of SBG Common Stock. Affiliates of Pyramid beneficially own 11,507 shares of SBG Common Stock. BT Securities Corporation, an affiliate of Pyramid, is a market maker in SBG Common Stock and, as of June 11, 1996, is the beneficial owner of 5,507 shares of SBG Common Stock acquired in connection with its market making activities. To the best knowledge of the RCB Parties, the SBG Stockholders are the beneficial owners of 5,600 shares of SBG Common Stock, representing 0.1% of the issued and outstanding shares of SBG Common Stock, and, to the best knowledge of the RCB Parties, are the beneficial owners of 28,476,981 shares of Class B Common Stock of SBG, which are convertible at the holder's option into 28,476,981 shares of SBG Common Stock. To the best knowledge of the RCB Parties, on a fully diluted basis, the SBG Stockholders are the beneficial owners of 28,482,581 shares of SBG Common Stock, representing 82.0% of the issued and outstanding shares of SBG Common Stock. Beneficial ownership by Baker of the 4,873,036 shares of SBG Common Stock referred to in the preceding paragraph may be attributed to the members of the Voting Group that own shares of SBG Common Stock. Baker and the SBG Stockholders, as members of the Voting Group, may be deemed to beneficially own 33,355,617 shares of SBG Common Stock, which, when issued, will represent 84.2% of the issued and outstanding shares of SBG Common Stock. As of the date hereof, to the best knowledge of the RCB Parties, Boston Ventures does not have the right to acquire or beneficially own any shares of SBG Common Stock. Schedule 13D Page 9 of 14 River City Broadcasting, L.P. Sinclair Broadcast Group, Inc. (b) Subject to the terms and conditions of the partnership agreement of RCB, the RCB Parties will share the power to vote or direct the vote, and to dispose or direct the disposition of, 4,181,818 shares of SBG Common Stock. The RCB Parties understand that Baker has the sole power to vote or direct the vote, and sole power to dispose or direct the disposition of, 691,218 shares of SBG Common Stock that he has the right to acquire and beneficially own through the Baker Stock Options. The RCB Parties understand that BCI and Baker are members of the Partnership Group and that therefore the Partnership Group may be deemed to share beneficial ownership of 4,890,050 shares of SBG Common Stock which, when issued, will represent 43.9% of the issued and outstanding SBG Common Stock. The RCB Parties disclaim the power to vote or direct the vote, and disclaim the power to dispose or direct the disposition of the 17,014 shares of SBG Common Stock owned by affiliates of Pyramid. The RCB Parties understand that Baker and SBG Stockholders are members of the Voting Group and that therefore the Voting Group may be deemed to share beneficial ownership of 33,355,617 shares of SBG Common Stock, which, when issued, will represent 84.2% of the issued and outstanding SBG Common Stock. The RCB Parties disclaim the power to vote or direct the vote, and disclaim the power to dispose or to direct the disposition of, the 28,482,581 shares of SBG Common Stock owned by the SBG Stockholders. Except for the 691,218 shares of SBG Common Stock subject to the Baker Stock Options and except for the 28,482,581 shares of SBG Common Stock beneficially owned by the SBG Stockholders, the number of shares set forth above as beneficially owned by the RCB Parties does not include any shares beneficially owned by any person listed on Schedule I, II or III hereto for his or her personal investment account. The RCB Parties expressly disclaim beneficial ownership of all such shares (if any) owned by all such persons. Except as set forth in Item 6, the RCB Parties are not a party to any agreement or arrangement of any kind with respect to the acquisition, holding, voting or disposition of any shares of SBG Common Stock or any shares of SBG Common Stock that they beneficially own. (c) Except for the Acquisition described in Item 3, and except as set forth above, to the best knowledge of the persons filing this Statement, no transactions in SBG Common Stock were effected by any of the RCB Parties, any of the members of the Partnership Group, any of the members of the Voting Group or any of their respective executive officers or directors during the past sixty days in open-market transactions. Schedule 13D Page 10 of 14 River City Broadcasting, L.P. Sinclair Broadcast Group, Inc. (d) To the best knowledge of the persons filing this Statement, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of SBG Common Stock owned by any of the RCB Parties, any of the members of the Partnership Group or any of the members of the Voting Group referred to in paragraph (b) above. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Baker is a party to the Voting Agreement described in Item 2. The Voting Agreement contemplates that the Amended Charter will be approved by the stockholders of SBG and that the capital structure of SBG will be changed to increase the authorized capital of SBG. Subject to certain regulatory restrictions, the SBG Stockholders have agreed to vote for Baker and for a designee of Boston Ventures as directors of the Company and Baker and Boston Ventures have agreed to vote for the SBG Stockholders as directors of the Company during the periods specified in the Voting Agreement. (See Exhibit 7.01) BCI and Baker have entered into the Consent Agreement with the other members of the Partnership Group described in Item 2 pursuant to which the members of the Partnership Group have agreed to limit their disposition of such shares of SBG Common Stock as may, subject to certain conditions, be distributed to such parties in accordance with the terms of the partnership agreement of RCB. (See Exhibit 7.02) Baker and SBG have entered into a Stock Option Agreement (the "BAKER OPTION AGREEMENT") pursuant to which SBG has agreed to grant Baker certain options to acquire an aggregate of 1,382,435 shares of SBG Common Stock (the "BAKER STOCK OPTIONS"). (See Exhibit 7.03) As of the date of this Statement, Baker has the right to acquire and beneficially own 691,218 of these shares of SBG Common Stock through vested Baker Stock Options. Remaining options will continue to vest in equal amounts on each of May 31, 1997 and May 31, 1998. Schedule 13D Page 11 of 14 River City Broadcasting, L.P. Sinclair Broadcast Group, Inc. RCB and SBG entered into a Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT") pursuant to which SBG has agreed to register the shares of SBG Common Stock to be received by RCB (or such other holder as is permitted) upon conversion of the Convertible Preferred Stock and the shares of SBG Common Stock to be received by Baker upon the exercise of the Baker Stock Options. (See Exhibit 7.04) The foregoing description of the Voting Agreement, the Consent Agreement, the Baker Option Agreement and the Registration Rights Agreement is qualified in its entirety by reference to copies of the Voting Agreement, the Consent Agreement, the Baker Option Agreement and the Registration Rights Agreement, which are included herein as Exhibits 7.01, 7.02, 7.03 and 7.04, respectively, and are specifically incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 7.01 Voting Agreement Exhibit 7.02 Consent Agreement Exhibit 7.03 Baker Option Agreement Exhibit 7.04 Registration Rights Agreement Exhibit 7.05 Joint Filing Agreement, dated June 18, 1996, by and among Baker, RCB and BCI. Schedule 13D Page 12 of 14 of 14 River City Broadcasting, L.P. Sinclair Broadcast Group, Inc. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. RIVER CITY BROADCASTING, L.P. By: Better Communications, Inc., its general partner June 18, 1996 By: /s/ Barry Baker - ------------------------ ------------------------------------- Date Barry Baker President Schedule 13D Page 13 of 14 River City Broadcasting, L.P. Sinclair Broadcast Group, Inc. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BETTER COMMUNICATIONS, INC. June 18, 1996 By: /s/ Barry Baker - ------------------------ ------------------------------------- Date Barry Baker President Schedule 13D Page 14 of 14 River City Broadcasting, L.P. Sinclair Broadcast Group, Inc. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 18, 1996 By: /s/ Barry Baker - ------------------------ --------------------------------------- Date BARRY BAKER SCHEDULE I River City Broadcasting, L.P. ("RCB") is a Delaware limited partnership. Better Communications, Inc. ("BCI") is a Delaware corporation and is the general partner of RCB. The principal businesses of RCB and BCI are television and radio broadcasting. The principal office and business address of RCB and BCI is 1215 Cole Street, St. Louis, Missouri 63106. Barry Baker ("Baker") is the Chief Executive Officer of RCB and the President of BCI. His principal office and business address is c/o RCB at 1215 Cole Street, St. Louis, Missouri 63106. Baker's present principal occupation is as President of BCI. EXECUTIVE OFFICERS AND DIRECTORS OF BETTER COMMUNICATIONS, INC.
Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ------- ---------- --------------------- Barry Baker* 1215 Cole Street, St. Louis President, Better Chief Executive Officer, MO 63106 Communications, Inc. River City Broadcasting, L.P. Larry D. Marcus* 34 West Brentmoor Park, Vice President, Secretary and General Partner, Marcus Clayton, MO 63105 Treasurer, Better Investments, L.P. Communications, Inc.
* Also a Director of Better Communications, Inc. SCHEDULE II Better Communications, Inc. ("BCI") is a Delaware corporation. The principal office and business address of BCI is 1215 Cole Street, St. Louis, Missouri 63106. Its principal business is television and radio broadcasting. EXECUTIVE OFFICERS AND DIRECTORS OF BETTER COMMUNICATIONS, INC.
Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ------- ---------- -------- Barry Baker* 1215 Cole Street, St. Louis President, Better Chief Executive Officer, MO 63106 Communications, Inc. River City Broadcasting, L.P. Larry D. Marcus* 34 West Brentmoor Park, Vice President, Secretary General Partner, Marcus Clayton, MO 63105 and Treasurer, Better Investments, L.P. Communications, Inc.
* Also a Director of Better Communications, Inc. Barry Baker ("Baker") is the Chief Executive Officer of River City Broadcasting, L.P. and the President of BCI. His principal office and business address is 1215 Cole Street, St. Louis, Missouri 63106. Baker's present principal occupation is as President of BCI. Larry D. Marcus ("Marcus") is the Vice President, Secretary and Treasurer of BCI. His principal office and business address is 34 West Brentmoor Park, Clayton, Missouri 63105. Marcus' present principal occupation is as Vice President, Secretary and Treasurer of BCI. Marcus is also the General Partner of Marcus Investments, L.P. ii Marcus Investments, L.P. is a Missouri limited partnership, of which Marcus is the General Partner. The principal office address of Marcus Investments, L.P. is 34 West Brentmoor Park, Clayton, Missouri 63105. The principal business of Marcus Investments, L.P. is to locate and invest in opportunities to enhance the income of certain trusts that are limited partners of Marcus Investments, L.P. Boston Ventures Limited Partnership IV is a Delaware limited partnership, of which Boston Ventures Company Limited Partnership IV is the General Partner. The principal office address of Boston Ventures Limited Partnership IV is 21 Custom House Street, Boston, MA 02110. The principal business of Boston Ventures Limited Partnership IV is making investments. Boston Ventures Limited Partnership IVA is a Delaware limited partnership, of which Boston Ventures Company Limited Partnership IV is the General Partner. The principal office address of Boston Ventures Limited Partnership IVA is 21 Custom House Street, Boston, MA 02110. The principal business of Boston Ventures Limited Partnership IVA is making investments. Boston Ventures Company Limited Partnership IV is controlled by the following five general partners: Richard C. Wallace, William F. Thompson, Martha H.W. Crowninshield, Roy F. Coppedge, III and Barbara M. Ginader. Their principal business address is c/o Boston Ventures Management, Inc., 21 Custom House Street, Boston, MA 02110. Their principal business is as partners of Boston Ventures Company Limited Partnership IV. BancBoston Capital, Inc. is a Massachusetts corporation. The principal office address of BancBoston Capital, Inc. is 100 Federal Street, Boston, MA 02110. The principal business of BancBoston Capital, Inc. is making investments. The ultimate controlling person of BancBoston Capital, Inc. is The Bank of Boston Corporation. EXECUTIVE OFFICERS AND DIRECTORS OF BANCBOSTON CAPITAL, INC. iii
Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ------- ---------- -------- Frederick M. Fritz 100 Federal Street President; Director 100 Federal Street 01-32-01 01-32-01 Boston, MA 02110 Boston, MA 02110 (617) 434-2200 (617) 434-2200 (This address is the office (This address is the office address for all executive address for all executive officers set forth herein.) officers set forth herein.) Zackery T. Edmonds Treasurer R. Nelson Griebel Director Paul F. Hogan Director David K. McKown Director
BancBoston Investments, Inc. is a Massachusetts corporation. The principal office address of BancBoston Investments, Inc. is 100 Federal Street, Boston, MA 02110. The principal business of BancBoston Investments, Inc. is making investments. The ultimate controlling person of BancBoston Investments, Inc. is The Bank of Boston Corporation. EXECUTIVE OFFICERS AND DIRECTORS OF BANCBOSTON INVESTMENTS, INC.
Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ------- ---------- -------- Frederick M. Fritz 100 Federal Street President; Director 100 Federal Street 01-32-01 01-32-01 Boston, MA 02110 Boston, MA 02110 (617) 434-2200 (617) 434-2200 (This address is the office (This address is the office address for all executive address for all executive officers set forth herein.) officers set forth herein.) Zackery T. Edmonds Treasurer Paul F. Hogan Director David K. McKown Director
The Bank of Boston Corporation is a Massachusetts corporation. The principal business address of the Bank of Boston Corporation is 100 Federal Street, Boston, MA 02110. The Bank of Boston Corporation is a bank holding company. iv EXECUTIVE OFFICERS OF THE BANK OF BOSTON CORPORATION
Name and Address of Corporation Business or Residence Principal Occupation of or Other -------- -- --------- Organization Name Address Employment in Which - ---- ------- ---------- Employed -------- Charles K. Gifford 100 Federal Street Chairman of the Board 01-32-01 of Directors, Chief N/A Boston, MA 02110 Executive Officer and (617) 434-2200 President (This address is the office address for all executive officers set forth herein) Edward A. O'Neal Vice Chairman William J. Shea Vice Chairman, Chief Financial Officer and Treasurer Guilliem Aertsen IV Group Executive, Global Capital Markets Melville E. Blake III Executive Director, Strategic Planning Robert L. Champion, Jr. Executive Director, Corporate Administrative Services Barbara F. Clark Group Executive, Media & Communications Edward P. Collins Group Executive, Asset Based Finance Helen G. Drinan Executive Director, Human Resources Robert E. Gallery Regional Manager, Europe Susan P. Haney Group Executive, The Private Bank
v
Name and Address of Corporation or Other Organization Principal Occupation of in Which Name Business or Residence Address Employment Employed - ---- ----------------------------- ---------- -------- Paul F. Hogan Executive Vice President, Corporate Relationship Banking Thomas J. Hollister Group Executive, Retail & Small Business Ira A. Jackson Executive Director, External Affairs Michael R. Lezenski Executive Director, Technology and System Services, Chief Technology Officer Mark A. MacLennan Group Executive, Global Financial Services Peter J. Manning Executive Director, Mergers & Acquisitions John L. Mastromarino Executive Director, Risk Management David E. McKown Group Executive, Diversified Finance & Real Estate Henrique de Campos Regional Manager, Meirelles Brazil Joanne E. Nuzzo Executive Director, Banking Operations William H. Ott Group Executive, Consumer Lending Group Richard A. Remis Group Executive, New England Corporate Banking
vi
Name and Address of Corporation or Other Organization Principal Occupation of in Which Name Business or Residence Address Employment Employed - ---- ----------------------------- ---------------------- -------- Manuel R. Sacerdote Regional Manager, Southern Cone (Argentina, Uruguay, Chile) Gary A. Spiess General Counsel and Clerk Susannah M. Swihart Group Executive, Chairman's Office Eliot N. Vestner, Jr. Executive Director, Internal Banking Bradford H. Warner Group Executive, Global Treasury
vii DIRECTORS OF THE BANK OF BOSTON CORPORATION
Occupation or Principal Business Affiliation Director Business or Residence Address - -------- ----------------------------- Wayne A. Budd, Esq. Goodwin, Proctor & Hoar Exchange Place 53 State Street Boston, MA 02109 William F. Connell Chairman & CEO Connell Limited Partnership One International Place - 31st Floor Boston, MA 02110 Gary I. Countryman Chairman & CEO Liberty Mutual Insurance Company 175 Berkeley Street Boston, MA 02117 Alice F. Emerson Senior Fellow Andrew W. Mellon Foundation 140 East 62nd Street New York, NY 10021 Charles K. Gifford President & COO The First National Bank of Boston 100 Federal Street Boston, MA 02110 Thomas J. May Chairman and CEO Boston Edison Company 800 Boylston Street Boston, MA 02199 Ambassador Professor of Diplomacy Donald F. McHenry School of Foreign Service Georgetown University - ICC 301 Washington, DC 20057-1052
viii
Occupation or Principal Business Affiliation Director Business or Residence Address - -------- -------------------------------------------- J. Donald Monan, S.J. President Boston College 18 Old Colony Road Chestnut Hill, MA 02167 Paul C. O'Brien President The O'Brien Group One International Place - 30th Floor Boston, MA 02110 John W. Rowe President & CEO New England Electric System 25 Research Drive Westborough, MA 02152 Richard A. Smith Chairman of the Board Harcourt General, Inc. 27 Boylston Street Chestnut Hill, MA 02167 William C. Van Faasen President & CEO Blue Cross and Blue Shield of Massachusetts, Inc. 100 Summer Street - 01-31 Boston, MA 02110 Thomas B. Wheeler President & CEO Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Alfred M. Zeien Chairman of the Board and CEO The Gillette Company Prudential Tower Building Boston, MA 02199
Pyramid Ventures, Inc. is a Delaware corporation that is an indirect wholly owned subsidiary of Bankers Trust New York Corporation. The principal office address of Pyramid ix Ventures, Inc. is 130 Liberty Street, 25th Floor, New York, New York 10006. The principal business of Pyramid Ventures, Inc. is acting as a small business investment company. EXECUTIVE OFFICERS AND DIRECTORS OF PYRAMID VENTURES, INC.
Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ------- ---------- -------- Joseph T. Wood 130 Liberty Street Bankers Trust Company - Bankers Trust Company President, Director 25th Floor Managing Director of the Private New York, NY 10006 Equity Investing Group Brian Talbot 130 Liberty Street Bankers Trust Company - Vice Bankers Trust Company Treasurer/Secretary, 25th Floor President of the Private Equity Director New York, NY 10006 Investing Group Joseph Manganello, 130 Liberty Street Managing Director & Chief Bankers Trust Company Director 25th Floor Credit Officer - Bankers New York, NY 10006 Trust Company; Executive Vice President and Chief Credit Officer, Bankers Trust New York Corporation
Bankers Trust New York Corporation is a New York corporation. The principal office address of Bankers Trust New York Corporation is 130 Liberty Street, 31st Floor, New York, New York 10006. Bankers Trust New York Corporation is a bank holding company. EXECUTIVE OFFICERS OF BANKERS TRUST NEW YORK CORPORATION
Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ------- ---------- -------- Frank N. Newman 130 Liberty Street Chairman of the Board N/A New York, NY 10006 and Chief Executive (This address is the office Officer and President address for all executive officers set forth herein) George J. Vojta Vice Chairman Mark Beiler Executive Vice President
x
Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ------- ---------- -------- Richard H. Daniel Executive Vice President, Chief Financial Officer and Controller Joseph A. Manganello, Executive Vice President Jr. and Chief Credit Officer Melvin A. Yellin Executive Vice President and General Counsel Yves de Balmann* Senior Vice President R. Kelly Doherty Senior Vice President Robert A. Ferguson** Senior Vice President Alexander P. Frick Senior Vice President B. J. Kingdon Senior Vice President Ian Martin** Senior Vice President Rodney A. McLauchlan Senior Vice President Timothy S. Rattray Senior Vice President J. Edward Virtue Senior Vice President Geoffrey M. Fletcher Senior Vice President and Principal Accounting Officer
* French citizen; U.S. citizen. ** Australian citizen. xi DIRECTORS OF BANKERS TRUST NEW YORK CORPORATION --------- -- ------- ----- --- ---- -----------
OCCUPATION OR PRINCIPAL BUSINESS AFFILIATION Director BUSINESS OR RESIDENCE ADDRESS - -------- -------- -- --------- ------- Retired Senior Vice President and Director George B. Beitzel International Business Machines Corporation 29 King Street Chappaqua, NY 10514 Phillip A. Griffiths Chairman Institute for Advanced Study Olden Lane Princeton, NJ 08540 William R. Howell Chairman of the Board J.C. Penney Company, Inc. P. O. Box 10001 Plano, TX 75301-0001 Jon M. Huntsman Chairman and Chief Executive Officer Huntsman Chemical Corporation 500 Huntsman Way Salt Lake City, UT 84111 Vernon E. Jordan, Jr. Senior Partner Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1333 New Hampshire Avenue, N.W. Suite 400 Washington, D.C. 20036 Hamish Maxwell Retired Chairman and Chief Executive Officer Philip Morris Companies, Inc. 100 Park Avenue New York, NY 10017 Frank N. Newman Chairman of the Board and Chief Executive Officer and President Bankers Trust Company and Bankers Trust New York Corporation 130 Liberty Street New York, NY 10006
xii N.J. Nicholas, Jr. Investor 15 West 53rd Street, #34F New York, NY 10019 Russell E. Palmer Chairman and Chief Executive Officer The Palmer Group 3600 Market Street, Suite 530 Philadelphia PA 19104 Patricia Carry Stewart Former Vice President The Edna McConnell Clark Foundation Bankers Trust Company c/o Office of the Secretary 130 Liberty Street New York, NY 10006 George J. Vojta Vice Chairman Bankers Trust Company and Bankers Trust New York Corporation 130 Liberty Street New York, NY 10006
xiii SCHEDULE III Barry Baker ("Baker") is the Chief Executive Officer of River City Broadcasting, L.P. President of Better Communications, Inc. ("BCI"). His principal office and business address is 1215 Cole Street, St. Louis, Missouri 63106. Baker's present principal occupation is as President of BCI. Boston Ventures Limited Partnership IV is a Delaware limited partnership, of which Boston Ventures Company Limited Partnership IV is the General Partner. The principal office address of Boston Ventures Limited Partnership IV is 21 Custom House Street, Boston, MA 02110. The principal business of Boston Ventures Limited Partnership IV is making investments. Boston Ventures Limited Partnership IVA is a Delaware limited partnership, of which Boston Ventures Company Limited Partnership IV is the General Partner. The principal office address of Boston Ventures Limited Partnership IVA is 21 Custom House Street, Boston, MA 02110. The principal business of Boston Ventures Limited Partnership IVA is making investments. Boston Ventures Company Limited Partnership IV is controlled by the following five general partners: Richard C. Wallace, William F. Thompson, Martha H.W. Crowninshield, Roy F. Coppedge, III and Barbara M. Ginader. Their principal business address is c/o Boston Ventures Management, Inc., 21 Custom House Street, Boston, MA 02110. Their principal business is as partners of Boston Ventures Company Limited Partnership IV. David D. Smith is the President and Chief Executive Officer of Sinclair Broadcast Group, Inc. ("SBG"). His principal office and business address is 2000 West 41st Street, Baltimore, Maryland 21211. Mr. Smith's present principal occupation is as President and Chief Executive Officer of SBG. Frederick G. Smith is a Vice President of SBG. His principal office and business address is 2000 West 41st Street, Baltimore, Maryland 21211. Mr. Smith's present principal occupation is as Vice President of SBG. J. Duncan Smith is Vice President and Secretary of SBG. His principal office and business address is 2000 West 41st Street, Baltimore, MD 21211. Mr. Smith's present principal occupation is as Vice President and Secretary of SBG. Robert E. Smith is Vice President and Treasurer of SBG. His principal office and business address is 2000 West 41st Street, Baltimore, MD 21211. Mr. Smith's present principal occupation is as Vice President and Treasurer of SBG. xiv INDEX TO EXHIBITS EXHIBIT 7.01 Voting Agreement EXHIBIT 7.02 Consent Agreement EXHIBIT 7.03 Baker Option Agreement EXHIBIT 7.04 Registration Rights Agreement EXHIBIT 7.05 Joint Filing Agreement, dated June 18, 1996 by and among Baker, RCB and BCI. EX-7.01 2 VOTING AGREEMENT VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of April 10, 1996 (this "Agreement"), is by and among DAVID D. SMITH, FREDERICK G. SMITH, J. DUNCAN SMITH and ROBERT E. SMITH (collectively, the "Stockholders" and individually, a ("Stockholder"), Barry Baker ("Baker"), Boston Ventures Limited Partnership IV, and Boston Ventures Limited Partnership IVA (collectively, "Boston Ventures"). WHEREAS, each Stockholder is the record and beneficial owner of that number of shares of Class A Common Stock, par value $.01 per share ("Class A Common Stock"), and Class B Common Stock, par value $.01 per share ("Class B Common Stock" and, collectively with the Class A Common Stock, the "Common Stock"), of Sinclair Broadcast Group, Inc., a Maryland corporation (the "Company"), set forth opposite such Stockholder's name on Exhibit A attached hereto; and WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of even date herewith (the "Asset Purchase Agreement"), by and between River City Broadcasting. L.P., a Delaware limited partnership ("Seller"), and the Company, Seller has agreed to sell to the Company, and the Company has agreed to purchase from Seller, certain assets used or held for use by Seller in connection with the business and operations of various television and radio stations, in consideration for the payment to Seller by the Company of cash and shares of the Company's Series A Exchangeable Preferred Stock, par value $.01 per share (the "Exchangeable Preferred Stock), which shares of Exchangeable Preferred Stock shall have an aggregate value of $115,000,000; and WHEREAS, the Asset Purchase Agreement contemplates that the shares of Exchangeable Preferred Stock to be issued to Seller will be exchanged for an equivalent number of shares of the Company's Series B Convertible Preferred Stock, par value $.01 per share (the "Convertible Preferred Stock"), immediately after the filing by the Company of Articles of Amendment and Restatement of the Articles of Incorporation of the Company described in Section 6.11 of the Asset Purchase Agreement (the "Amended Charter"); and WHEREAS, the Asset Purchase Agreement requires the Company to recommend and solicit proxies for, and otherwise to use its best efforts to obtain, the approval of its stockholders for the adoption of the Amended Charter at the next regular or special meeting of the stockholders of the Company (the "Meeting"); and WHEREAS, the Board of Directors of the Company and the Compensation Committee thereof have adopted and approved the awards under the First Amendment to Incentive Stock Option Plan (the "ISO Amendment") and the 1996 Long-Term Incentive Plan of Sinclair Broadcast Group, Inc. (the "LTIP") made or to be made pursuant to the Employee Letter Agreement; and WHEREAS, as contemplated under the Asset Purchase Agreement, on the date hereof, the Company is also entering into a Consulting Agreement with Baker (the "Consulting Agreement"), an Employment Agreement with Baker (the "Employment Agreement"), a stock option agreement with Baker (the "Baker Stock Option Agreement"), a stock option agreement (the "Corporate Employee Stock Option Agreement") in favor of each of the employees set forth on Schedule 2.5(d) of the Asset Purchase Agreement (the "Corporate Employees"), a letter agreement (the "Employee Letter Agreement") relating to the options granted to the Corporate Employees, and a stock option agreement (the "Station Employee Stock Option Agreement") in favor of each of the employees listed on Schedule 2.5(e) of the Asset Purchase Agreement (the "Station Employees"); and WHEREAS, the terms of the Asset Purchase Agreement and the Employment Agreement require the Company to recommend and solicit proxies for, and otherwise to use its best efforts to obtain, the approval of the Consulting Agreement, the Employment Agreement, the Employee Letter Agreement and the issuance of the stock options described in the Baker Stock Option Agreement, the Corporate Employee Stock Option Agreement, the Station Employee Stock Option Agreement and the Plan by the stockholders of the Company at the next Meeting; and WHEREAS, the Stockholders desire to induce Baker to agree to become employed by the Company pursuant to the terms of the Employment Agreement, and the Stockholders also believe it to be in the best interests of the Company and the best interests of the Stockholders to approve the Amended Charter, the Consulting Agreement, the Employment Agreement, the Employee Letter Agreement, the Baker Stock Option Agreement, the Corporate Employee Stock Option Agreement, the Station Employee Stock Option Agreement, the LTIP and the ISO Amendment; and WHEREAS, the Asset Purchase Agreement further contemplates that Baker and Roy F. Coppedge or such other individual as may be designated by Boston Ventures (Mr. Coppedge or such other designee being herein referred to as the "BV Designee") are to become directors of the Company, that Baker shall become a member of the executive committee and, to the extent established, the finance committee for so long as he remains an employee of the Company and that the BV Designee shall become a member of the compensation committee and, to the extent established, the finance committee, until the first to occur of (i) the later of (a) the fifth anniversary of the Closing Date of the Asset Purchase Agreement and (b) the expiration of the initial five-year term of Baker's Employment Agreement with the Company and (ii) such time, after the Company has issued the Convertible Preferred Stock to the Seller or to its partners, as Boston Ventures no longer owns, of record or beneficially to the extent of its interest as a limited partner of the Seller, at least 721,115 shares of the Company's Class A Common Stock, on an "as converted" basis, and as such number may be adjusted pursuant to stock splits, stock combinations, reclassifications or recapitalizations of the Company occurring after the date hereof; and WHEREAS, in order to induce Seller to enter into the Asset Purchase Agreement, and to induce Baker to enter into the Consulting Agreement and the Employment Agreement, the Stockholders desire to enter into this Agreement, which shall inure to the benefit of Seller and Baker; and WHEREAS, as additional inducement for the Stockholders to enter into this Agreement, and to maintain the continuity of management, Baker and Boston Ventures agree hereunder to vote those shares of Exchangeable Preferred Stock, Convertible Preferred Stock or Class A Common Stock, as applicable (the "Distributed Shares") as Baker and Boston Ventures hold as a result of the issuance pursuant to the transactions contemplated by the Asset Purchase Agreement in accordance with Section 2 below. WHEREAS, Frederick G. Smith, J. Duncan Smith and Robert E. Smith are beneficial owners of an aggregate amount of 1,595,085 shares of Class B Common Stock which are held in trust ("Trust Shares"); NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter contained, the Stockholders hereby agree as follows: 1. Voting of Shares by Stockholders. Each Stockholder agrees to vote all of the shares of Common Stock as to which he is entitled to vote and which are now or hereafter owned by him, beneficially or of record, including without limitation those shares identified as being owned by him on Exhibit A attached hereto but excluding the Trust Shares (all of the foregoing included shares referred to collectively as the "Shares"), in favor of and in order to approve each of the Amended Charter, the Consulting Agreement, the Employment Agreement, the Employee Letter Agreement, the Baker Stock Option Agreement, the Corporate Employee Stock Option Agreement, the Station Employee Stock Option Agreement, the LTIP and the ISO Amendment at the Meeting, or at any other special or annual meeting of the stockholders of the Company, or by any written consent, whereat or whereby any of the Amended Charter, the Consulting Agreement, the Employment Agreement, the Employee Letter Agreement, the Baker Stock Option Agreement, the Corporate Employee Stock Option Agreement, the Station Employee Stock Option Agreement, the LTIP or the ISO Amendment is considered for approval by the stockholders of the Company. In addition, each Stockholder agrees to vote all of the Shares now or hereafter owned by him, beneficially or of record, in order to approve (i) the nomination and election as a member of the Board of Directors of the Company and as a member of the executive committee and, to the extent established, the finance committee of Baker, for so long as he continues to be an employee of the Company pursuant to the terms of his Employment Agreement and (ii) the nomination and election as a member of the Board of Directors of the Company and as a member of the compensation committee and, to the extent established, the finance committee of the BV Designee, for so long as such BV Designee is entitled to serve as a member of the Company's Board of Directors pursuant to the terms of the Asset Purchase Agreement. 2. Voting of Shares by Baker and Boston Ventures. Each of Baker and Boston Ventures agree to vote all of the Distributed Shares as to which each is entitled to vote, which are now or hereafter owned by each of them in order to approve the nomination and election of each Stockholder as a member of the Board of Directors of the Company. 3. Term. This Agreement shall remain in force and effect until the earlier of (i) the date as of which neither Baker nor the BV Designee is entitled, pursuant to the terms of the Employment Agreement or the Asset Purchase Agreement, as the case may be, to serve as a member of the Company's Board of Directors or (ii) the termination of the Asset Purchase Agreement. If Barry Baker is no longer a Director he shall no longer be required to vote his Designated Shares pursuant to this Agreement. If the BV Designee is no longer a Director it shall no longer be required to vote its Designated Shares pursuant to this Agreement. 4. Changes in Common Stock. In the event that subsequent to the date of this Agreement any shares or other securities (other than any shares or securities of another corporation issued to the stockholders of the Company pursuant to a plan of merger) are issued on, or in exchange for, any of the shares of the Common Stock held by the Stockholders by reason of any stock divided, stock split, consolidation of shares, reclassification, or consolidation involving the Company, such shares or securities shall be deemed to be Common Stock for purposes of this Agreement. 5. Representations of Stockholders. Each Stockholder hereby represents and warrants that (i) he owns and has the right to vote the number of shares of the Common Stock set forth opposite his name on Exhibit A attached hereto, (ii) each of the Stockholders has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement that would conflict with the purposes or provisions of this Agreement, and (iii) he will not take any action inconsistent with the purposes and provisions of this Agreement. 6. Enforceability; Validity. Each Stockholder expressly agrees that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms against each of the parties hereto. 7. Benefit. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their successors and assigns. This Agreement shall also inure to the benefit of Seller and Baker and shall be fully enforceable by each of them as though they were parties hereto. This Agreement shall not, however, be binding upon any transferee of any portion of the Distributed Shares. 8. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland applicable to agreements made and to be performed entirely within the State of Maryland. 9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 10. Authority of Boston Ventures. By executing this Agreement on behalf of Boston Ventures, the person so executing represents and warrants that he has the express authority to bind Boston Ventures to the terms and conditions hereof. 11. The parties agree to notify one another promptly with respect to any matter which could reasonably be expected to give rise to a filing or other requirement by such other parties under applicable Federal or state securities laws. IN WITNESS WHEREOF, the Stockholders have executed this Agreement as of the date first above written. /S/ DAVID D. SMITH -------------------------------------- DAVID D. SMITH /S/ FREDERICK G. SMITH --------------------------------------- FREDERICK G. SMITH /S/ J. DUNCAN SMITH -------------------------------------- J. DUNCAN SMITH /S/ ROBERT E. SMITH -------------------------------------- ROBERT E. SMITH BOSTON VENTURES LIMITED PARTNERSHIP IV By: Boston Ventures Company Limited Partnership IV, General Partner By: /S/ BARBARA M. GINADER --------------------------- Name: Barbara M. Ginader Title: General Partner BOSTON VENTURES LIMITED PARTNERSHIP IV-A By: Boston Ventures Company Limited Partnership IV, General Partner By: /S/ BARBARA M. GINADER --------------------------- Name: Barbara M. Ginader Title: General Partner /S/ BARRY BAKER -------------------------------- BARRY BAKER EXHIBIT A
NUMBER OF SHARES OF NUMBER OF SHARES OF STOCKHOLDER CLASS A COMMON STOCK CLASS B COMMON STOCK David D. Smith 9,730 7,249,999 Frederick G. Smith 4,000 6,668,299 J. Duncan Smith 5,000 6,638,299 Robert E. Smith 3,000 6,638,299
EX-7.02 3 CONSENT AGREEMENT CONSENT AGREEMENT ----------------- THIS CONSENT AGREEMENT ("Agreement") is executed as of June 7, 1996, but is dated and effective as of the 10th day of April, 1996, by and among Better Communications, Inc. ("General Partner"), Barry Baker ("Baker"), Larry D. Marcus ("Marcus"), Marcus Investments, L.P., Boston Ventures Limited Partnership IV ("BVIV"), Boston Ventures Limited Partnership IVA ("BVIVA") (BVIV and BVIVA referred to collectively as "BV"), BancBoston Capital, Inc. ("BBC"), BancBoston Investments Inc. ("BBI") (BBC and BBI referred to collectively as "BancBoston") and Pyramid Ventures, Inc. ("Pyramid"). RECITALS: -------- A. Pursuant to the terms of the Amended and Restated Asset Purchase Agreement (the "Purchase Agreement"), dated as of April 10, 1996 and amended and restated as of May 31, 1996, by and between River City Broadcasting, L.P., a Delaware limited partnership (the "Partnership") and Sinclair Broadcast Group, Inc., a Maryland corporation ("SBG"), the Partnership acquired on May 31, 1996 (the "Closing Date") shares of Exchangeable Preferred Stock (as defined in the Purchase Agreement) which is exchangeable, upon certain conditions, into shares of Convertible Preferred Stock of SBG. B. The parties hereto desire to set forth their agreement generally regarding the disposition of shares of Convertible Preferred Stock. E. Capitalized terms used herein which are not otherwise defined shall have the meaning set forth in the Second Amended and Restated Agreement of Limited Partnership of River City Broadcasting, L.P. dated as of September 3, 1993, as amended (the "Partnership Agreement"). NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: - 2 - 1. The parties hereto agree that the Partnership shall hold and not distribute to the Partners the Exchangeable Preferred Stock; provided that if the Exchangeable Preferred Stock (as defined in the Purchase Agreement) has not been exchanged for the Convertible Preferred Stock (as defined in the Purchase Agreement) within 24 months after Closing, the General Partner may distribute the Exchangeable Preferred Stock to the Partners in accordance with the terms of the Partnership Agreement, as amended by the Fourth Amendment, subject to compliance with applicable securities laws (including without limitation, requiring Partners to deliver to Sinclair Broadcast Group, Inc. such representation letters and stockholders questionnaires as it may reasonably request) and subject to the provisions of Exhibit A hereto. 2. The parties hereto agree that following receipt of the Convertible Preferred Stock, the Partnership shall distribute such stock to the Partners in accordance with the terms of the Partnership Agreement, as amended by the Fourth Amendment, subject to compliance with applicable securities laws (including without limitation, requiring Partners to deliver to Sinclair Broadcast Group, Inc. such representation letters and stockholders questionnaires as it may reasonably request) and subject to the provisions of Exhibit A hereto. 3. Each of the parties hereto agree that dispositions of the stock in Sinclair Broadcast Group, Inc. (whether Exchangeable, Preferred, Convertible Preferred Stock or Common Stock) and exercise of registration rights in connection therewith shall be governed by the provisions of Exhibit A hereto. 4. Assignments. This Agreement shall not be assigned by any party hereto ----------- without the prior written consent of the other parties; provided that without the consent of the other parties, this Agreement may be assigned to (i) any Person controlling, controlled by, or under common control with the assigning party; and (ii) the estate or executors, conservators, legatees or heirs of a party hereto. 5. Further Assurances. Subject to the terms and conditions of this ------------------ Agreement, from time to time after the date - 3 - hereof, each party hereto will use commercially reasonable efforts to take, or cause to be taken, all such actions and to do or cause to be done, all things, necessary, proper or advisable under applicable laws and regulations to consummate and make effective the matters contemplated hereby, including executing and delivering such documents as the other party being advised by counsel shall reasonably request in connection with this Agreement. 6. Notices. All notices, demands and other communications which may or ------- are required to be given hereunder or with respect hereto shall be in writing, shall be delivered personally or sent by nationally recognized overnight delivery service, charges prepaid, or by registered or certified mail, return- receipt requested, or by facsimile transmission, and shall be deemed to have been given or made when personally delivered, the next business day after delivery to such overnight delivery service, when dispatched by facsimile transmission, five (5) days after deposited in the mail, first class postage prepaid as set forth on Exhibit B hereto. 7. Captions. The captions of this Agreement are for convenience only, -------- and shall not control or affect the meaning or construction of any of the provisions of this Agreement. 8. Law Governing. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, AND ------------- ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICT OF LAWS. 9. Counterparts. This Agreement may be executed in two (2) or more ------------ counterparts, and all counterparts so executed shall constitute one (1) agreement binding on all of the parties hereto, notwithstanding that all the parties are not signatory to the same counterpart. - 4 - IN WITNESS WHEREOF, the parties hereto have set their hands as of the day and year written above. BETTER COMMUNICATIONS, INC. By: /S/ BARRY BAKER ---------------------- Name: Barry Baker Title: President /S/ BARRY BAKER ---------------------------------------- BARRY BAKER /S/ LARRY D. MARCUS ---------------------------------------- LARRY D. MARCUS MARCUS INVESTMENTS, L.P. By: /S/ LARRY D. MARCUS -------------------------------- Larry D. Marcus, General Partner BOSTON VENTURES LIMITED PARTNERSHIP IV By: Boston Ventures Company Limited Partnership IV, General Partner By: /S/ ROY F. COPPEDGE III ------------------------------ Name: Roy F. Coppedge III Title: General Partner - 5 - BOSTON VENTURES LIMITED PARTNERSHIP IV-A By: Boston Ventures Company Limited Partnership IV, General Partner By: /S/ ROY F. COPPEDGE III ------------------------------ Name: Roy F. Coppedge III Title: General Partner BANCBOSTON CAPITAL, INC. By: /S/ SANFORD ANSTEY ------------------------------ Name: Sanford Anstey Title: Managing Director BANCBOSTON INVESTMENTS, INC. By: /S/ SANFORD ANSTEY ------------------------------ Name: Sanford Anstey Title: Managing Director PYRAMID VENTURES, INC. By: /S/ JOSEPH T. WOOD ------------------------------ Name: Joseph T. Wood Title: President - 6 - EXHIBIT A Limitations on Disposition of Stock ----------------------------------- 1. (a) For two years after the closing under the Asset Purchase Agreement, unless the General Partner and BV otherwise agree to a shorter period then, subject to the provisions of Paragraph 1(b) below, the Partnership will hold (i) all Exchangeable Preferred Stock and (ii) all Convertible Preferred Stock attributable to the interests in the Partnership held by the parties to the Consent Agreement, and the General Partner, with BV approval, will make all decisions regarding (1) conversion of the Convertible Preferred Stock; (2) registration pursuant to the Registration Rights Agreement and/or disposition of the Exchangeable Preferred Stock, Convertible Preferred Stock and any underlying common stock and any common stock held by Barry Baker from time to time; and (3) any exercise of voting, put or other rights under or relating to the Exchangeable Preferred Stock or the Convertible Preferred Stock. The Convertible Preferred Stock for partners other than the parties to the Consent Agreement may be distributed to such partners in accordance with their interests in the Partnership in accordance with the provisions of the Partnership Agreement, as determined by the General Partner with the consent of BV. (b) During the two year period referred to in clause (a) above, if a party to the Consent Agreement requests a distribution of such party's share of Convertible Preferred Stock in connection with a proposed sale of such stock by such party to be consummated within 10 days following receipt of stock certificates by such party evidencing the common stock into which such Convertible Preferred Stock has been converted, which conversion shall have been promptly requested by such party, the General Partner and BV shall consider such request and shall grant such request unless the General Partner and BV, acting in good faith, determine that such sale (taking into account participation by other parties to the Consent Agreement in such distribution and subsequent sale) would have a material detrimental impact upon the price of the Class A common stock of - 7 - Sinclair Broadcast Group, Inc.; provided that if subsequent conversion and sale of the stock do not take place within such 10 day period, the stock shall be returned to the Partnership and shall again be subject to the provisions hereof. If such request is granted or deemed granted pursuant to paragraph 7, the Partnership will give the other parties to the Consent Agreement an opportunity to participate in such distribution subject to the same conditions as provided in the preceding sentence. (c) The General Partner and BV shall use reasonable business efforts to effect a distribution to the parties to the Consent Agreement prior to the expiration of the two year period referred to in clause (a) above, so long as: (i) the General Partner and BV shall not in good faith determine that it could have a material adverse effect upon any of the parties; (ii) the parties to the Consent Agreement execute documentation satisfactory to the General Partner and BV that provides to the parties to the Consent Agreement in effect substantially identical rights as provided for herein and without imposing any additional material obligations, restrictions or material adverse effect on any party hereto, including pursuant to any applicable securities laws; (iii) compliance with the letter agreement referred to in Paragraph 8 below; and (iv) compliance with all applicable securities and other laws (including, without limitation, the Hart-Scott-Rodino Act). 2. At the end of two years after the closing under the Asset Purchase Agreement, the Exchangeable Preferred Stock, the Convertible Preferred Stock and any other stock of Sinclair Broadcast Group, Inc. held by the Partnership shall be distributed (i) to the partners of the Partnership in the case of the Exchangeable Preferred Stock; (ii) to the parties to the Consent Agreement in the case of the Convertible Preferred Stock; and (iii) to the appropriate parties based on ownership interests in the case of any other stock of Sinclair Broadcast Group, Inc. held by the Partnership at any time, subject to compliance with applicable securities and other laws, including provision of representation letters and stockholder questionnaires to Sinclair Broadcast Group, Inc., as it may reasonably request. 3. In addition to sales pursuant to Paragraph 1(b) above, for a period of three months after the second anniversary of the closing under the Asset Purchase Agreement, holders of such stock - 8 - may sell in a public sale or sales (including a sale pursuant to Rule 144 under the Securities Act of 1933 but excluding Rule 144A transactions of the type described in Paragraph 5 below) an amount for such holder, during the three month period, that shall not exceed, for all such sales by such holder during such period, 50,000 shares or such greater number of shares as the General Partner and BV shall approve. 4. In addition to the rights under Paragraph 3 above, upon receipt of the stock from the Partnership, holders of more than 1,000,000 of the shares of common stock at the time of exercise, subject to the terms of the Registration Rights Agreement, exercise a right to cause an underwritten public offering of shares; provided that all other holders of stock received from the Partnership shall have the right to piggyback on such demand and all holders of shares (including the party initiating the offering) shall have the right to sell shares on a proportionate basis based on the number of shares of stock held by each participating party to the total shares of all such participating parties. 5. Any private sale of stock or sale of stock to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933) in a transaction not reported by NASDAQ shall be conditioned upon the transferee becoming a party to this Consent Agreement and to be bound by the terms of the Consent Agreement, pursuant to documentation reasonably approved by the General Partner. Any such sale shall not be subject to the provisions of Paragraph 1(b) above. 6. Without changing their respective ownership interests in the Partnership, if requested by BBI and BBC, the Partnership shall distribute to such parties cash and securities to which such parties are entitled in such proportion as designated in writing by such parties to the Partnership. 7. Without imposing any obligation upon the Partnership to distribute any Convertible Preferred Stock held by the Partnership if the General Partner and BV do not consent to such distribution by the Partnership, if a party to the Consent Agreement requests in writing a distribution of such party's share of the Convertible Preferred Stock, unless the General Partner or BV affirmatively notifies such requesting party that - 9 - it will not consent to such distribution within 10 days of receipt of such written request, the Partnership shall distribute such requesting party's share of the Convertible Preferred Stock to such party. 8. Any distribution of stock hereunder shall be subject to compliance with the Letter Agreement with Sinclair Broadcast Group, Inc. relating to Sinclair's right to make a first offer with respect to the Exchangeable Preferred Stock or Convertible Preferred Stock. 9. All references in this Exhibit A to Exchangeable Preferred Stock or Convertible Preferred Stock shall be deemed to include stock issued upon exchange or conversion thereof unless the context otherwise requires. The provisions of this Exhibit A shall also apply to shares of common stock held by Barry Baker from time to time. 10. The parties agree to notify one another promptly with respect to any matter which could reasonably be expected to give rise to a filing or other requirement by such other parties under applicable federal or state securities laws. - 10 - EXHIBIT B NOTICES Better Communications, Inc. 1215 Cole Street St. Louis, Missouri 63106 Telephone: (314) 259-5700 Telecopy: (314) 259-5709 Mr. Barry Baker 1215 Cole Street St. Louis, Missouri 63106 Telephone: (314) 259-5700 Telecopy: (314) 259-5709 Mr. Larry Marcus 1215 Cole Street St. Louis, Missouri 63106 Telephone: (314) 259-5700 Telecopy: (314) 259-5709 Boston Ventures IV-A Investment Corporation 21 Custom House Street Boston, MA 02110 Telephone: (617) 737-3700 Telecopy: (617) 737-3709 Boston Ventures IV-A Investment Corporation 21 Custom House Street Boston, MA 02110 Telephone: (617) 737-3700 Telecopy: (617) 737-3709 BancBoston Capital Inc. 100 Federal Street Boston, MA 02110 Telephone: (617) 434-2200 Telecopy: (617) 434-1153 BancBoston Investments, Inc. 100 Federal Street Boston, MA 02110 - 11 - Telephone: (617) 434-2200 Telecopy: (617) 434-1153 Pyramid Ventures, Inc. 130 Liberty Street 31st Floor New York, New York 10006 Telephone: (212) 250-9560 Telecopy: (212) 250-7651 EX-7.03 4 BAKER OPTION AGREEMENT SINCLAIR BROADCAST GROUP, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of April 10, 1996, (the "Option Date"), between Sinclair Broadcast Group, Inc., a Maryland corporation (the "Company"), and Barry Baker (the "Optionee"). RECITALS WHEREAS, the Company has adopted the 1996 Long-Term Incentive Plan of Sinclair Broadcast Group, Inc. (the "Plan") to reward certain key individuals for making major contributions to the Company and its subsidiaries by enabling them to acquire shares of Class A Common Stock, par value $.01 per share ("Common Stock"), of the Company; WHEREAS, the Optionee and the Company have executed an Employment Agreement (the "Employment Agreement") of even date herewith, and WHEREAS, as part of its inducement to the Optionee to enter into the Employment Agreement, the Company desires to grant to Optionee an option to purchase shares of Common Stock pursuant to the Plan and upon the terms and subject to the conditions hereinafter set forth; AGREEMENTS NOW, THEREFORE, in consideration of the foregoing premises, the parties to this Agreement agree as follows: 1. Grant of Option. Subject to the terms and conditions set forth in this --------------- Agreement, the Company hereby grants to the Optionee an option (the "Option") to purchase from the Company up to but not exceeding in the aggregate 1,382,435 shares of Common Stock at a price per share ("Exercise Price") equal to the average of the closing share prices of the Common Stock as reported on the NASDAQ National Market for the 21 trading days consisting of the Option Date and each of the ten trading days immediately following such date, but in no event less than $21.00 per share, such number of shares and such price per share being subject to adjustment as provided in Section 13 of the Plan. The Company shall not (a) purchase, or take any actions designed or intended to influence the price of, Common Stock during such period, (b) permit any Smith Family Member (hereinafter defined) to purchase, or take any actions designed or intended to influence the price of, Common Stock during such period, or (c) ask or encourage any of its affiliates, associates or any other person to purchase, or take any action designed or intended to influence the price of, Common Stock during such period; provided, however, that nothing contained in this Section shall be deemed to prohibit the Company from acting in the normal course of business to communicate with financial analysts or otherwise educate the market on the terms of the River City Acquisition (ads defined in the Employment Agreement). For purposes of this Agreement, "Smith Family Member" means David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith and any of their respective parents, grandparents, children, grandchildren, aunts, uncles, nephews, nieces or first cousins and any trust or other entity which any such person individually, or collectively with another person or persons, controls. 2. Company Covenants. The Company represents that the Plan has been ----------------- adopted by the Board of Directors of the Company and the Compensation Committee thereof. The Company agrees to recommend approval and to solicit proxies for the approval of the Plan by Sinclair's stockholders at the next meeting of the Company's stockholders, to be held no later than June 30, 1996, such that upon such approval, grants of options under the Plan will be treated as exempt purchases under Rule 16b-3 issued by the Securities Exchange Commission pursuant to Section 16 of the Exchange Act. The Company shall cause the Common Stock issuable upon exercise of the Option to be registered in a shelf registration statement pursuant to the Securities Act of 1933, as amended, and all other applicable federal securities laws and state securities or blue sky laws, shall cause such securities to be approved for quotation on the NASDAQ National Market, and shall bear all expenses in connection with such registration, quotation and compliance. 3. Relationship to Plan. The Option is issued in accordance with and -------------------- subject to all of the terms, conditions and provisions of the Plan, as amended from time to time, and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as defined herein or otherwise stated, capitalized terms shall have the same meanings ascribed to them under the Plan. 4. Vesting and Exercise Schedules. ------------------------------ (a) The Option shall be vested with respect to 50% of the aggregate number of shares of Common Stock subject to the Option immediately upon the occurrence of the First Closing (as defined in the Employment Agreement). On the first anniversary of the First Closing, the Option shall vest with respect to an additional 25% of the aggregate number of shares of Common Stock subject to the Option. On the second anniversary of the First Closing, the Option shall vest with respect to the remaining balance of the aggregate number of shares subject to the Option. (b) The Option shall immediately vest and become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, in the event of: (i) the Optionee's death; (ii) the Optionee's Disability (as such term is defined in Section 10.2 of the Employment Agreement); (iii) the termination of the Agreement Term (as defined in the Employment Agreement), by the Company, not "for cause" (as defined in Section 9 of the Employment Agreement); or (iv) the termination of the Agreement Term, by Optionee, pursuant to Section 10.3.1 of the Employment Agreement. (c) If the Agreement Term is terminated (i) by the Company, "for cause" (as defined therein) or (ii) by Optionee, pursuant to Section 10.3.3 of the Employment Agreement, the Option shall terminate and be of no force and effect with respect to any shares of Common Stock as to which the Option has not previously vested. 5. Termination of Option. Unless earlier terminated pursuant to Section 4 --------------------- hereof, the Option shall terminate and be of no force and effect with respect to any shares of Common Stock no previously purchased by the Optionee on the tenth anniversary of the First Closing. 6. Exercise of Option. The Option may be exercised with respect to the ------------------ share of Common Stock then vested, in whole or in part, at any time on or prior to the tenth anniversary of the First Closing, regardless of the Optionee's service status, by written notice to the Company at its principal executive office, which notice shall (a) specify the number of shares with respect to which the Option is being exercised and the purchase price to be paid therefor; (b) if the person exercising this Option is not the Optionee himself, contain or be accompanied by satisfactory evidence of such person's right to exercise this Option; and (c) be accompanied by payment in full of the purchase price in cash or by a certified or cashier's check to the order of the Company. 7. Transferability. The Option shall not be transferable except by will --------------- or by the laws of descent and distribution. During the Optionee's lifetime, the Option may be exercised only by the Optionee. No assignment or transfer of the Option, whether voluntary or involuntary, by operation of law or otherwise, except a transfer by will or by the laws of descent or distribution, shall vest in the assignee or transferee any interest or right whatsoever in the Option. 8. Certain Payments. Anything in this Agreement to the contrary ---------------- notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Optionee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, but determined without regard to any Gross-up Payment required under this Section 8) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by the Optionee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Optionee shall be entitled to receive an additional payment (a "Gross-up Payment") in an amount such that after payment by the Optionee of all income taxes (and any interest and penalties imposed with respect thereto), but excluding any Excise Tax imposed upon the Gross-Up Payment, the Optionee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. 9. No Rights as Stockholder. The Optionee shall not have any rights as a ------------------------ stockholder of the Company with respect to any of the shares subject to the Option, except to the extent that such shares shall have been purchased and transferred to him. 10. No Right to Employment. The Option shall not confer on the Optionee ---------------------- any right to continue in the service of the Company or any of its subsidiaries or affect the right of the Company or any subsidiary to terminate Optionee's employment at any time; and nothing contained in this Agreement shall be deemed a waiver or modification of any provision contained in any agreement between the Optionee and the Company or any parent or subsidiary thereof. This Option shall not affect the right of the Company or any parent or subsidiary thereof to reclassify, recapitalize, or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, wind up, or otherwise reorganize. 11. Dissolution or Merger. Upon the dissolution or liquidation of the --------------------- Company, a merger or consolidation in which the Company is not the surviving corporation, or a transaction in which another individual or entity becomes the owner of 50% or more of the total combined voting power of all classes of stock of the Company, the unexercised portion of this Option shall terminate, but the Optionee shall have the right to exercise the unexpired and unexercised portion of this Option, whether vested or unvested, immediately prior to such event. 12. Withholding for Tax Purposes. Any amount of Common Stock that is ---------------------------- payable or transferable to the Optionee hereunder may be reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the Internal Revenue Code of 1986, as amended, or its successors, or any other federal, state or local tax withholding requirement. If the Optionee does not elect to satisfy withholding requirements in this fashion, the issuance of the shares of Common Stock payable or transferable to the Optionee hereunder shall be contingent upon the Optionee's satisfaction of any withholding obligations that may apply and the Optionee's presentation of evidence satisfactory of any withholding obligations that may apply and the Optionee's presentation of evidence satisfactory to the Board that such withholding obligations have been satisfied. 13. Notice. Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any notice required or permitted to be delivered hereunder will be deemed to be delivered on the date that it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address that such person has theretofore specified by written notice delivered in accordance herewith. The Company or Optionee may change, at any time and from time to time, by written notice to the other, the address that it or he had therefore specified for receiving notices. Until changed in accordance herewith, the Company and the Optionee specify their respective addresses as set forth below: Company: Sinclair Broadcasting Group, Inc. 2000 West 41st Street Baltimore, Maryland 21211 Attention: Chief Executive Officer with copy to: Thomas & Libowitz, P.A., The USF&G Tower 100 Light Street Suite 1100 Baltimore, Maryland 21202-1053 Attention: Steven A. Thomas, Esq. Optionee: Barry Baker River City Broadcasting, L.P. 1215 Cole Street St. Louis, Missouri 63106-3897 with a copy to: Baker & Botts, L.L.P. 2001 Ross Avenue Dallas, Texas 75201-2980 Attention: Andrew M. Baker, Esq. 14. Amendment. Notwithstanding any other provision hereof, this Agreement --------- may not be supplemented or amended from time to time without the consent of the Optionee. 15. Governing Law. This Agreement shall be governed by and construed and ------------- enforced in accordance with the laws of the State of Maryland applicable to agreements made and to be performed entirely in Maryland. 16. Counterparts. This Agreement may be executed in multiple ------------ counterparts. The Company and the Optionee may sign any number of copies of this Agreement. Each signed copy shall be an original, but all of them together represent the same agreement. IN WITNESS WHEREOF, the Company and the Optionee have caused this Agreement to be executed as of the date first above written. SINCLAIR BROADCAST GROUP, INC. By: /S/ DAVID D. SMITH ------------------------------- David D. Smith Chief Executive Officer OPTIONEE By: /S/ BARRY BAKER ------------------------------- Barry Baker EX-7.04 5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT ----------------------------- This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of May 31, 1996, by and among SINCLAIR BROADCAST GROUP, INC., a Maryland corporation (the "Company"), RIVER CITY BROADCASTING, L.P., a Delaware limited partnership ("River City"), and such other persons and entities who shall have executed this Agreement and whose names appear on the Schedule of Registration Rights Holders attached hereto as Exhibit A, as such Schedule may be amended from time to time to reflect permitted additional Holders (as hereinafter defined). RECITALS WHEREAS, the Company and River City have entered into that certain Asset Purchase Agreement, dated as of April 10, 1996, as amended and restated as of May 31, 1996 (the "Asset Purchase Agreement"), pursuant to which, in pertinent part, the parties thereto agreed that the Company is to purchase all of River City's right, title and interest in certain of River City's assets; WHEREAS, pursuant to the terms of the Asset Purchase Agreement, River City will receive a portion of the purchase price in shares of the Company's Series A Exchangeable Preferred Stock, par value $.01 per share, which will be exchanged for and converted into shares of Series B Convertible Preferred Stock, par value $.01 per share (the "Series B Convertible Preferred Stock"), which will be convertible into shares of Class A Common Stock, par value $.01 per share (the "Common Stock"); WHEREAS, the Company and Barry Baker ("Baker") have entered into that certain Employment Agreement (the "Employment Agreement") and Stock Option Agreement (the "Stock Option Agreement"), each dated as of April 10, 1996, pursuant to which Baker has been granted stock options to purchase shares of Common Stock; and WHEREAS, pursuant to the terms of the Asset Purchase Agreement, the Employment Agreement and the Stock Option Agreement, the Company has agreed to register the shares of Common Stock received by the Holders (hereinafter defined pursuant to the terms and conditions set forth herein). AGREEMENTS NOW THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I. DEFINITIONS 1. "Commission" means the Securities and Exchange Commission or any other ------------ federal agency at the time administering the Securities Act. 2. "Exchange Act" means the Securities Exchange Act of 1934, as amended, -------------- or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. 3. "Governmental Authority" means any nation or government, any state or ------------------------ other political subdivision thereof and any court, panel, judge, board, bureau, commission, agency or other entity, body or other Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 4. "Holders" shall mean and include River City and any other person or --------- persons or entity or entities who have executed this Agreement and whose names appear on the Schedule of Registration Rights Holders including any transferee permitted pursuant to Section VII(d) of this Agreement. 5. "Person" means an individual or corporation, partnership, trust, -------- unincorporated organization, association or other entity and includes any Governmental Authority. 6. "Registrable Securities" means, collectively, (i) shares of Common ------------------------ Stock issuable upon conversion of the Series B Convertible Preferred Stock issued to River City under the Asset Purchase Agreement, (ii) shares of Common Stock issued or issuable upon conversion of any shares of Series B Convertible Preferred Stock that are issued in payment of the dividend preference with respect to any of the shares of Series B Convertible Preferred Stock described in the preceding clause (i) (and without regard to whether or not such shares of Series B Convertible Preferred Stock are then held by River City), (iii) securities issued or issuable with respect to any of the shares of Common Stock referred to in clauses (i) and (ii) above, upon any stock split, stock dividend, recapitalization or similar event, (iv) shares of Common Stock issued or issuable upon exercise of options granted to Barry Baker pursuant to the Stock Option Agreement, and (v) shares of Common Stock otherwise issuable pursuant to the terms of the Employment Agreement. Any Registrable Security will cease to be a Registrable Security when (i) such Registrable Security has been transferred pursuant to an effective registration statement under the Securities Act covering such Registrable Security (but not including any transfer exempt from registration under the Securities Act), (ii) such Registrable Security is no longer held of record by River City or any of the Holders or their successors or assigns, or (iii) the holder of such Registrable Security is then able to use Rule 144 promulgated under the Securities Act (or any successor provision) to transfer such Registrable Security without regard to any restrictions pursuant to Rule 144(k). -2- 7. "Securities Act" means the Securities Act of 1933, as amended, or any ---------------- similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. II. REGISTRATION STATEMENT (a) As soon as practicable following the closing of the Asset Purchase Agreement, the Company shall file with the Commission a registration statement on Form S-3 (or such other form as may be appropriate) (the "Registration Statement"), with respect to the sale of all of the Registrable Securities issued and outstanding at the time of such filing plus such other Registrable Securities (that are not issued and outstanding at such time) as may properly be registered at such time. As soon as practicable following the issuance of additional Registrable Securities, the Company shall cause the registration (through amendment of an existing Registration Statement or filing of an additional Registration Statement) with respect to such Registrable Securities not previously registered. The Company shall use its best efforts to have the Registration Statement declared effective by the Commission under the Securities Act as soon as reasonably practicable, and to keep the Registration Statement effective as long as there are Registrable Securities issued or issuable. The Company further agrees to supplement or make amendments to the Registration Statement if required by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act, and to comply with all other requirements of the Securities Act applicable to the Company with respect to the registration of all Registrable Shares covered by the Registration Statement and in accordance with the intended methods of disposition by the Holders. (b) The Company shall have the right to postpone for up to ninety (90) days the sales of any Registrable Securities pursuant to the Registration Statement if the Company reasonably believes that such sales will have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any financing, acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other significant transaction; provided that the Company shall have the right to so -------- postpone such filing or effectiveness only one (1) time during any period of twelve (12) consecutive months. III. REGISTRATION PROCEDURES (a) COMPANY OBLIGATIONS. Following the closing of the Asset Purchase Agreement, the Company will as expeditiously as possible: -3- (1) furnish to the Holders, prior to the filing of the Registration Statement (or any prospectus, amendment or supplement thereto), copies of the Registration Statement as proposed to be filed, which documents will be subject to the reasonable review and comments of the Holders (and their respective attorneys), and the Company will not file any registration statement, any prospectus or any amendment or supplement thereto (or any such documents incorporated by reference) to which the Holders shall reasonably object in writing; and thereafter furnish to the Holders such number of copies of the Registration Statement, each amendment and supplement thereto (including any exhibits thereto), the prospectus included in the Registration Statement (including each preliminary prospectus) and such other documents as any Holder may reasonably request in writing in order to facilitate the disposition of the Registrable Securities; provided, however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to any Holder shall be subject to the receipt by the Company of reasonable assurances from such Holder that such Holder will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses; (2) use its best efforts to register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions as a Holder may reasonably request and do any and all other acts and things which may be reasonably necessary to enable the Holder to consummate the disposition in such jurisdictions of the Registrable Securities; provided, however, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction; (3) apply, prior to or concurrently with the filing of the Registration Statement, to the Nasdaq National Market System for the listing of the Registrable Securities and use its best efforts to obtain approval for listing of such stock; (4) notify the Holders in writing at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the Registrable Securities, such 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 and promptly prepare, file with the Commission and make available to the Holders any such supplement or amendment; (5) make available for inspection by the Holders and any attorney, accountant or other professional retained thereby (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspectors in connection with the Registration -4- Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) in the judgment of counsel to the Company the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) the information in such Records is generally available to the public. The Holders agree that information obtained by them as a result of such inspections shall be deemed confidential and shall not be used by them as the basis for any market transactions in the securities of the Company unless and until such information is made generally available to the public. The Holders further agree that they will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential; and (6) obtain a "cold comfort" letter from its independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the Holders or the managing underwriter of any underwritten offering of Registrable Securities reasonably request; (7) obtain an opinion or opinions from its counsel in customary form and reasonably satisfactory to the Holders and their respective legal counsel; (8) make generally available to the Holders earnings statements, which need not be audited, satisfying the provisions of Section 11(a) of the Securities Act no later than forty-five days after the end of the twelve-month period beginning with the first month of the first fiscal quarter commencing after the effective date of the Registration Statement, which earnings statements shall cover said twelve-month period; (9) promptly notify each Holder of the issuance or threatened issuance of any stop order or other order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any preliminary prospectus, prospectus or prospectus supplement, use reasonable efforts to prevent the issuance of any such threatened stop order or other order, and, if any such order is issued, use its best efforts to obtain the lifting or withdrawal of such order at the earliest possible moment and promptly notify each Holder of any such lifting or withdrawal; (10) if requested by any Holder, the Company will promptly incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information concerning such Holder and such Holder's intended method of distribution as such Holder reasonably requests to be included therein (and which is not inappropriate, in the reasonable judgment of the Company, after consultation with its outside legal counsel), including, without limitation, with respect to any change in the intended method of distribution, the amount or kind of Registrable Shares being offered by such Holder, the offering price for such Registrable Shares or any other terms of the offering or distribution of the Registrable Shares, and the Company will make all required filings of such prospectus supplement or post-effective amendment as soon as -5- possible after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; (11) as promptly as practicable after the filing with the SEC of any document which is incorporated by reference into a registration statement, notify each Holder of such filing and deliver a copy of such document to each Holder; (12) cooperate with the Holders to facilitate the timely preparation and delivery of certificates, not bearing any restrictive legends, unless otherwise required by the Holders, representing the Registrable Shares to be sold under the Registration Statement, and enable such Registrable Shares to be in such denominations and registered in such names as such Holders may request; (13) cooperate with the Holders, their respective legal counsel and any other interested party (including any interested broker-dealer) in making any filings or submissions required to be made, and the furnishing of all appropriate information in connection therewith, with the NASD; (14) cause its subsidiaries to take all action necessary to effect the registration of the Registrable Shares contemplated hereby, including preparing and filing any required financial or other information; (15) make available to the transfer agent for each class or series of Registrable Shares a supply of certificates or other instruments evidencing or constituting such Registrable Shares which shall be in a form complying with the requirements of such transfer agent, promptly after a registration thereof; and (16) use its best efforts to keep each such registration or qualification effective, including through new filings, amendments or renewals, during the period the Registration Statement is required to be kept effective and do any and all other acts or thing reasonably necessary or advisable in connection with such registration or qualifications in all jurisdictions in which qualification or registration is necessary. (b) INFORMATION FROM HOLDERS. The Company may require the Holders to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as it may from time to time reasonably request and such other information as may be legally required in connection with such registration. (c) SUSPENSION OF SALES. The Holders agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection III(a)(4) hereof, they will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement until they receive copies of the supplemented or amended prospectus contemplated by subsection III(a)(4) hereof, and, if so directed by the Company, the Holders will -6- deliver to the Company all copies, other than permanent file copies then in their possession, of the most recent prospectus (including any prospectus supplement) covering such Registrable Securities at the time of receipt of such notice. (d) UNDERWRITTEN OFFERINGS. To the extent that any Holders (including River City) seeking to offer at least 1,000,000 shares of Registrable Securities, whether or not issued, in the aggregate (as adjusted for any stock split or reverse stock split) propose to distribute their Registrable Securities through an underwritten offering, the Company shall enter into an underwriting agreement in customary form with a managing underwriter of nationally recognized standing selected for such underwriting by the requesting Holders holding a majority of the Registrable Securities proposed to be registered and otherwise approved by the Company, which approval shall not be unreasonably withheld or delayed; provided, that the Company shall not be required to enter into such an -------- agreement or take the other actions required by it pursuant to this paragraph more often than once in any six month period. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting pursuant to this Article III. Notwithstanding any other provision of this Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders distributing their securities through such underwriting of any such limitation, and the number of shares of Registrable Securities held by Holders that may be included in the underwriting shall be allocated among the requesting Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested to be registered and held by all such requesting Holders at the time of filing the Registration Statement. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. In the event of any such underwritten public offering, the Company shall perform its obligations under the underwriting agreement, in usual and customary form, with the managing underwriter of such offering including, if required, filing a new registration statement or an amendment to an existing registration statement. In connection with any underwritten offering permitted pursuant to this Article III(d), the Company shall make its senior officers reasonably available to participate in "road show" presentations with respect to the sale of the securities covered by the Registration Statement. In connection with any underwritten offering pursuant to this Article III(d), the Company shall, to the extent requested by the underwriters for such offering, agree to refrain from the issuance or sale in any public offering of any shares of Common Stock of the Company for a period of up to 90 days following the date of the underwriting agreement entered into with respect to such underwritten offering. (e) "PIGGY-BACK" REGISTRATIONS. (i) If, at any time after the closing of the Asset Purchase Agreement, either the Company or the Holders propose to sell any Class A Common Stock in an underwritten public offering, then in each such case the Company or the Holders, as appropriate, shall, not later than 15 days prior to the execution of an underwriting agreement with respect to such offering, give written notice thereof to each Holder or the -7- Company, as appropriate. Such notice shall specify, at a minimum, the number and class of shares or equity securities so proposed to be sold, the estimated date of the underwriting agreement, any proposed means of distribution of the shares, the proposed managing underwriter or underwriters of such shares and a good faith estimate of the proposed maximum offering price thereof. Upon the written direction of any Holder or the Company, as appropriate, given within 10 days of the receipt by such Holder or the Company, as appropriate, of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder or the Company and the intended method of distribution thereof), the Company or the Holder shall include in the offering any or all of the Registrable Securities then owned by such Holder requesting such inclusion or the Company (a "Requesting Shareholder"), to the extent necessary to permit the sale or other disposition of the shares constituting such number of Registrable Securities as such Requesting Shareholder shall have so directed the Company, or the Company shall have directed the Holders, to be so included. Any Requesting Shareholder shall have the right to withdraw such direction by giving written notice to the Company or the Holders, as appropriate, to such effect within 5 days after giving such direction. (ii) If any managing underwriter of an offering shall advise the Company and the Holders in writing that the inclusion in the offering of some or all of the Registrable Securities sought to be registered by the Requesting Shareholders creates a significant risk that the price per share the Company (in the case of an offering initially proposed by the Company) or the Holders (in the case of an offering initially proposed by the Holders) will derive from such offering will be adversely affected or that the number of shares or securities sought to be offered is too large a number to be reasonably sold, then the Company or the Holder, as appropriate, will include in such offering such number of shares or securities as the Company and such Holders are so advised can be sold in such offering without such an effect (the "Maximum Number"), in the following order of priority: (i) first, such number of shares or securities as the Company (in the case of an offering initially proposed by the Company) or the Holders (in the case of an offering initially proposed by the Holders) shall have set forth in the notice of its intent to offer and (ii) second, if the number of shares or securities to be offered under clause (i) is less than the Maximum Number, such number of Registrable Securities of each Requesting Shareholder pro rata in proportion to the number of shares or securities sought -------- to be offered by the Requesting Shareholders which, when added to the number of shares or other equity securities to be offered by the Company (in the case of an offering initially proposed by the Company) or the Holders (in the case of an offering initially proposed by the Holders), equals the Maximum Number. IV. REGISTRATION EXPENSES All fees and expenses incident to the Company's performance of or compliance with this Agreement shall be borne by the Company, including, without limitation, the following fees and expenses: (a) all SEC, National Association of Securities Dealers, Inc., stock exchange or other -8- registration and filing fees and listing fees; (b) the fees and expenses of the Company's compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (c) printing expenses; (d) the fees and disbursements of counsel for the Company and the fees and expenses for independent certified public accountants (including the expenses of any annual audit, special audit, if necessary, and "cold comfort" letters required by or incident to the performance of any agreement with the underwriters of any underwritten offering of Registrable Securities) underwriters and other persons retained by the Company in connection with such registration; (e) fees of transfer agents and registrars; and (f) messenger and delivery expenses. In addition, the Company shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance obtained by the Company, the expenses of one counsel for all of the Holders with respect to the initial registration and with respect to each underwritten offering pursuant to Article III, and the expenses and fees for listing or authorizing for quotation the securities to be registered on each securities exchange on which any shares of the Common Stock are then listed or quoted. V. INDEMNIFICATION; CONTRIBUTION (a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold harmless each Holder, each of such Holder's officers and directors and partners, and each of such Holder's legal counsel and independent accountants, if any, and each person controlling any such persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation, any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, and any of the foregoing incurred in settlement of any litigation, commenced or threatened) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus contained therein or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities laws applicable to the Company and relating to action or inaction by the Company in connection with any registration, qualification or compliance required hereunder or arising out of or based upon the Company's breach of any representation, warranty, covenant or agreement contained in this Agreement; provided, however, that the Company shall not be liable in any such case to the extent any of such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any -9- such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder, as appropriate, expressly for use therein. (b) INDEMNIFICATION BY HOLDERS. Each Holder severally agrees to indemnify and hold harmless the Company, its directors and officers 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 to the same extent as the foregoing indemnity from the Company set forth above in (a), but only with respect to information furnished in writing by such Holder, or on its behalf expressly for use in the Registration Statement or prospectus relating to the Registrable Securities, any amendment or supplement thereto or any preliminary prospectus, under the heading "Selling Shareholders" and "Distribution" and provided that the obligation of each Holder to indemnify will be several and not joint. In case any action or proceeding shall be brought against the Company or its directors or officers, or any such controlling person, in respect of which indemnity may be sought against the Holder, the Holder shall have the rights and duties given to the Company, and the Company or its directors or officers or such controlling person shall have the rights and duties given to the Holder, by the preceding subsection (a) hereof. (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any action or proceeding (including any governmental investigation) shall be brought or asserted against any person entitled to indemnification under subsections (a) or (b) above (an "Indemnified Party") in respect of which indemnity may be sought from any party who has agreed to provide such indemnification (an "Indemnifying Party"), the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all expenses. Such Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, or (ii) such Indemnified Party shall have been advised by counsel that there is an actual or potential material conflict of interest on the part of counsel employed by the Indemnifying Party to represent such Indemnified Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party; it being understood, however, that the Indemnifying Party shall not, in connection with any one cause action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such Indemnified Parties, which firm shall be designated in writing by such Indemnified Parties). The Indemnifying Party shall not be liable for any settlement of any such action or proceeding or any threatened action or proceeding effected without its written consent, but if settled with its written consent or if there be a final judgment of the plaintiff in any such action or proceedings, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. The failure of any Indemnified -10- Party to give prompt notice of a claim for indemnification hereunder shall not relieve the Indemnifying Party of its obligations under this Agreement, unless such failure is prejudicial to the ability of the Indemnifying Party to defend the action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation. (d) CONTRIBUTION. If the indemnification provided for in this Section 5 is unavailable to the Indemnified Parties in respect of any losses, claims, damages, liabilities or judgment referred to herein, then such Indemnifying Party, in lieu of Indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities and judgments in the following manner: as between the Company on the one hand and any Indemnified Party entitled to indemnification under Section V(b) on the other, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and any Indemnified Party entitled to indemnification under Section V(b) on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of any Indemnified Party entitled to indemnification under Section V(b) on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the party's relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. No person guilty of fraudulent misrepresentation (within the means of subsection 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) SURVIVAL. The indemnity and contribution agreements contained in this Section 5 shall remain operative and in full force and effect with respect to any sales of Registrable Securities made pursuant to the Registration Statement regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Indemnified Party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resale of the Registrable Securities. VI. EXCHANGE RIGHTS The Company shall give notice (the "Trigger Event Notice") to the Holders of a Trigger Event (as defined in the Articles Supplementary to the Charter of the Company adopted on _____ ___, 1996 (the "Articles Supplementary")) within 30 days after the occurrence of such Trigger Event in such form as the Articles Supplementary require that notice be given to holders of Series B Preferred Stock. Thereafter, each Holder of shares of Class A Common Stock issued upon -11- conversion of such Holder's Series B Preferred Stock prior to a Trigger Event shall have the right (the "Exchange Right") to exchange such Common Shares back into the number of shares of Series B Preferred Stock for which such shares of Common Stock were exchanged. Each Holder shall exercise the Exchange Right by giving a notice (an "Exchange Notice") to the Company within 30 days following receipt of the Trigger Event Notice, accompanied by certificates for the shares to be exchanged. Within five business days after receipt of an Exchange Notice and share certificates, the Company shall issue to the shareholder certificates representing the number of shares of Series B Preferred Stock for which such shares of Class A Common Stock represented by the certificates surrendered were exchanged, together with such dividend payments or accruals as would have been paid or accrued on such shares if they had been outstanding since the date of the Trigger Event and such notices as were delivered to holders of Series B Preferred Stock since the Trigger Event. VII. MISCELLANEOUS (a) RULES 144 AND 144A. The Company covenants that following the registration of Registrable Shares it will file any reports required to be filed by it under the Securities Act and the Exchange Act so as to enable Holders holding Registrable Shares to sell such Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rules 144 and 144A under the Securities Act, as each such Rule may be amended from time to time, or (ii) any similar rule or rules hereafter adopted by the SEC. Upon the request of any such Holder, the Company will forthwith deliver to such Holder a written statement as to whether it has complied with such requirements. (b) AMENDMENTS AND WAIVERS. The provision of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given other than as mutually agreed upon in writing by the Company and the Holders of a majority of the Registrable Securities. (c) NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, regular mail, registered first-class mail, telex, fax or air courier guaranteeing overnight delivery: (i) if to the Company: Sinclair Broadcast Group, Inc. 2000 W. 41st Street Baltimore, Maryland 21211 Fax Number: (410) 467-5043 Attn: David B. Amy -12- with copies to: Thomas & Libowitz, P.A. 100 Light Street, Suite 1100 Baltimore, Maryland 21202 Fax Number: (410) 752-2046 Attn: Steven A. Thomas, Esq. and Wilmer, Cutler & Pickering 100 Light Street Baltimore, Maryland 21202 Fax Number: (410) 986-2828 Attn: George P. Stamas, Esq. or John B. Watkins, Esq. (ii) if to River City: River City Broadcasting, L.P. 1215 Cole Street St. Louis, Missouri 63106-3897 Fax Number: (314) 259-5709 Attn: Barry Baker with a copy to: Dow, Lohnes & Albertson A Professional Limited Liability Company 1200 New Hampshire Avenue Suite 800 Washington, D.C. 20036-6802 Fax Number: (202) 776-2222 Attn: John Byrnes and Baker & Botts, L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Fax Number: (214) 953-6503 Attn: Andrew Baker -13- (iii) if to the other Holders, to their respective addresses and fax numbers listed on the signature pages hereto. (d) SUCCESSORS AND ASSIGNS. No Holder may assign any rights or benefits under this Agreement without prior written consent of the Company; provided, that (i) River City may transfer Registrable Securities to its - -------- partners (and the general partner of River City may further transfer Registrable Securities to its stockholders), (ii) any Holder may transfer Registrable Securities to any entity controlling, controlled by, or under common control with such Holder, and (iii) any individual may transfer Registrable Securities to any member of his immediate family (i.e., a spouse, child, stepchild, parent or sibling), or to his or her heirs, executors or estate pursuant to the laws of descent and distribution, and any such transferee shall retain the rights of the transferor under this Agreement provided such transferee executes and becomes bound by the terms of this Agreement, and each such transferee shall become a Holder hereunder. The Company may not assign any rights or benefits under this Agreement without prior written consent of the Holders of a majority of the Registrable Securities. This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of the Company, River City and the other Holders. (e) COUNTERPARTS. This Agreement may be executed in a number of identical counterparts and it shall not be necessary for the Company, River City and the Partners to execute each of such counterparts, but when each has executed and delivered one or more of such counterparts, the several parts, when taken together, shall be deemed to constitute one and the same instrument, enforceable against each in accordance with its terms. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party against whom enforcement of this Agreement is sought. (f) HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW. (h) SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or further laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. -14- (i) ENTIRE AGREEMENT. This Agreement and the Asset Purchase Agreement are intended by the Company and the Holders as final expression of their agreement and is intended to be a complete and exclusive statement of their agreement and understanding in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the Company, and Holders with respect to such subject matter. (j) THIRD PARTY BENEFICIARIES. Other than Indemnified Parties not a party hereto, this Agreement is intended for the benefit of the Company, the Holders and their respective successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. THE COMPANY: SINCLAIR BROADCAST GROUP, INC. By: /S/ DAVID B. AMY ------------------------------- Name: David B. Amy Title: Chief Financial Officer RIVER CITY BROADCASTING, L.P. By: Better Communications, Inc., its General Partner By: /S/ ROBERT E. QUICKSILVER ------------------------------ Name: Robert E. Quicksilver Title: Vice President [Signature Lines, Names, Addresses and Fax Numbers of other Holders To Appear in Exhibit A, to be amended as provided herein.] -15- EXHIBIT A Schedule of Registration Rights Holders -16- EX-7.05 6 JOINT FILING AGREEMENT JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Sinclair Broadcast Group, Inc. and that this Agreement be included as an Exhibit to such joint filing. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 18th day of June, 1996. RIVER CITY BROADCASTING, L.P. By: Better Communications, Inc., its general partner By: /s/ Barry Baker ------------------------------------- Barry Baker President BETTER COMMUNICATIONS, INC. By: /s/ Barry Baker ------------------------------------- Barry Baker President /s/ Barry Baker ---------------------------------------- BARRY BAKER -----END PRIVACY-ENHANCED MESSAGE-----