912752--3/5/2010--SINCLAIR_BROADCAST_GROUP

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Our advertising revenue can vary substantially from period to period based on many factors beyond our control. This volatility affects our operating results and may reduce our ability to repay indebtedness or reduce the market value of our securities. Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt obligations. Commitments we have made to our lenders limit our ability to take actions that could increase the value of our securities and business or may require us to take actions that decrease the value of our securities and business. A failure to meet covenants under our debt instruments could result in a default under such debt instruments, acceleration of amounts due under our debt and loss of assets securing our loans. Cunningham, one of our LMA partners, has incurred past significant financial and economic challenges and there can be no assurance that Cunningham will not again experience significant financial and economic decline. Any insolvency or bankruptcy proceeding relating to Cunningham would cause a default and potential acceleration under the Bank Credit Agreement and could, potentially, result in Cunningham s rejection of our six LMAs with Cunningham, which would negatively affect our financial condition and results of operations. We may be able to incur significantly more debt in the future, which could increase the foregoing risks related to our indebtedness. Recent global financial conditions could adversely affect the availability of new financing and result in higher interest rates. We face significant and credible risks of competition in the broadcast industry, in addition to lower demand for advertising due to the recent economic slowdown, which may adversely affect our financial performance. We must purchase television programming in advance based on expectations about future revenues. Actual revenues may be lower than our expectations. If this happens, we could experience losses that may make our securities less valuable. We may lose a large amount of programming if a network terminates its affiliation with us, which could increase our costs and/or reduce revenue. We may not be able to negotiate our network affiliation agreements at terms comparable to or more favorable than our current agreements upon their expiration. We may not be able to renegotiate retransmission consent agreements upon expiration at terms comparable to or more favorable than our current agreements and networks with which we are affiliated may attempt to require us to share revenue from retransmission consent agreements with them. The effects of the economic environment could require us to record an asset impairment of goodwill and FCC licenses. Key officers and directors have financial interests that are different and sometimes opposite from ours and we may engage in transactions with these officers and directors that may benefit them to the detriment of other securityholders. The Smiths exercise control over most matters submitted to a shareholder vote and may have interests that differ from other securityholders. They may, therefore, take actions that are not in the interests of other securityholders. Federal regulation of the broadcasting industry limits our operating flexibility, which may affect our ability to generate revenue or reduce our costs. The FCC s multiple ownership rules limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs. Changes in these rules may threaten our existing strategic approach to certain television markets. Competition from other broadcasters or other content providers and changes in technology may cause a reduction in our advertising revenues and/or an increase in our operating costs. We could be adversely affected by labor disputes and legislation and other union activity. Unrelated third parties may bring claims against us based on the nature and content of information posted on websites maintained by us. We may be subject to fines and other penalties related to violations of FCC indecency rules and other FCC rules and policies, the enforcement of which has increased in recent years, and complaints related to such violations may delay our renewal applications with the FCC. The FCC s National Broadband Plan may result in a of spectrum for our stations potentially adversely impacting our ability to compete. Costs of complying with changes in governmental laws and regulations may adversely affect our results of operations. We cannot predict what other governmental laws or regulations will be enacted in the future, how future laws or regulations will be administered or interpreted or how future laws or regulations will affect us. Compliance with new laws or regulations, including proposed legislation to address climate change, or stricter interpretation of existing laws, may require us to incur significant expenditures or impose significant restrictions on us and could cause a material adverse effect on our results of operations. The continuation of the wars in Iraq and Afghanistan may negatively impact our advertising revenues and results of operations. Future conflicts, terrorist attacks or other acts of violence may have a similar effect.

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912752--3/5/2010--SINCLAIR_BROADCAST_GROUP_INC