Sinclair Broadcast Group, Inc. Convertible Senior Notes due 2027 UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2007 • Sinclair Broadcast Group Inc • Television broadcasting stations • New York
Sinclair Broadcast Group, Inc., a Maryland corporation (the “Company”), proposes, upon the terms and conditions set forth herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), $300,000,000 aggregate principal amount of its Convertible Senior Notes due 2027 (the “Firm Notes”). In addition, the Company has granted to Deutsche Bank Securities Inc. and UBS Securities LLC (the “Lead Managers”) an option to purchase up to an additional $45,000,000 aggregate principal amount of its Convertible Senior Notes due 2027 (the “Optional Notes” and, together with the Firm Notes, the “Notes”). The Notes shall be convertible into shares (the “Conversion Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”). The Notes (i) will have the terms and provisions which are set forth in the description of the terms of the Notes attached hereto as Exhibit A and such other terms as are customary, and (ii) will be issued purs
