Summary of SINCLAIR BROADCAST GROUP INC

Item 8.01. Other Information.

Proposed new bank credit agreement

Concurrently with the closing of the offering of the Notes, the Issuer intends to amend and restate the Bank Credit Agreement by entering into a New Bank Credit Agreement. As the final terms of the New Bank Credit Agreement have not yet been agreed upon, the final terms may differ from those set forth below, and in some cases, these differences may be material. The closing of the offering of the Notes and the consummation of the tender offers are both conditioned upon the closing of the New Bank Credit Agreement. If the Issuer does not succeed in negotiating the New Bank Credit Agreement, neither this offering of the Notes nor the tender offers will be consummated.

The New Bank Credit Agreement is expected to include the following facilities:

† a new six-year term loan facility ("Term Loan B"), which the Issuer will draw upon at the time of the closing of the New Bank Credit Agreement and use the net proceeds thereof to prepay the outstanding term loans and all or a portion of the existing revolving credit facility under the Bank Credit Agreement;

† an amended revolving credit facility (the "Amended Revolver"), which the Issuer will draw upon to prepay amounts outstanding under the existing revolving credit facility under the Bank Credit Agreement following the closing of the New Bank Credit Agreement, and thereafter for general corporate purposes; and

† provision for one or more incremental term loans, which may be drawn upon from time to time to meet the Issuer's working capital needs.

With respect to the Term Loan B, the Issuer is expected to be able to borrow an aggregate principal amount up to approximately $400.0 million. The Issuer expects commitments under the Amended Revolver between $125.0 million and $175.0 million.

In addition, the New Bank Credit Agreement is expected to have the following terms:

Amounts available under the Amended Revolver are expected to depend, to a certain extent, on whether the current lenders under the Bank Credit Agreement's current revolving credit facility elect to extend their participation in the Amended Revolver. The commitments of lenders who elect to extend their participation in the Amended Revolver are expected to mature on December 31, 2013 ("Extended Revolver Commitments"), while the commitments of lenders who do not elect to extend their participation in the Amended Revolver will mature on June 30, 2011 ("Non-Extended Revolver Commitments"), the current maturity date under the Bank Credit Agreement's current revolving credit facility. Under the proposed terms of the New Bank Credit Agreement, lenders with at least $75 million in commitments are expected to extend their participation in the Amended Revolver.

Interest payments on the loan facilities under the New Bank Credit Agreement are expected to bear interest at a rate per annum equal to:

† the ABR (as defined below) plus an applicable margin; or

† the Eurodollar Rate (as defined below) plus an applicable margin;

which interest rate is generally expected to be determined by election of the Issuer. Interest payments for ABR loans are expected to be made quarterly in arrears and for Eurodollar Rate loans are expected to be made on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period. The applicable margin for each of the ABR loans and the Eurodollar Rate loans under the New Bank Credit Agreement is to be set at a market rate, which rate is expected to be higher than the applicable margin for the loan facilities under the current Bank Credit Agreement.

"ABR" is expected to mean the highest of (i) the Prime Rate (as defined below),
(ii) the Federal Funds Effective Rate (as defined below) plus 0.5% and (iii) the Eurodollar Rate for a one-month interest period on each day (or if such day is not a business day, the immediately preceding business day), which shall be the relevant rate appearing on the relevant Reuters service plus 1.0%.

"Eurodollar Rate" is expected to mean the rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) at which eurodollar deposits for one, two, three, six or, with consent of all lenders, nine months, as selected by the Issuer, are quoted on the Reuters service.

"Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding business day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a business day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the administrative agent under the bank credit agreement from three Federal funds brokers of recognized standing selected by it.

"Prime Rate" means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City.

Principal on Term Loan B is expected to be repayable in small quarterly installments, commencing on March 31, 2011 and ending with a payment of all outstanding principal, which is expected to be greater than 90% of the aggregate principal amount, on the sixth anniversary of the closing date of the New Bank Credit Agreement.

Notwithstanding the foregoing, the New Bank Credit Agreement is expected to provide that amounts due under Term Loan B and the Amended Revolver will be accelerated to a date six months in advance of the maturity date of certain other of the Issuer's indebtedness, including the Notes.

Each of the loan facilities under the New Bank Credit Agreement is expected to be secured by a first-priority lien on substantially all of the tangible and intangible assets of the Issuer and the subsidiaries of the Issuer and Sinclair that are guarantors under the Bank Credit Agreement, as well as the capital stock of certain of Sinclair's directly owned subsidiaries and other collateral. The collateral is also expected to include a collateral account holding any excess proceeds not used to retire the 3.0% Notes and the 4.875% Notes, to the extent such notes are not retired in full in the tender offers. Such excess proceeds will be held in such collateral account until the date immediately following the expiration of the put rights of the holders of the 4.875% Notes in January 2011. After such date, any excess proceeds still held in such collateral account shall be released to the Issuer for general corporate purposes.

The New Bank Credit Agreement is expected to include revised financial maintenance covenants, including an interest coverage ratio, a first lien secured indebtedness ratio and a total indebtedness ratio. The New Bank Credit Agreement is also expected to have revised negative covenants, including, among others, restrictions on the incurrence of additional indebtedness, liens, mergers, consolidations, liquidations and dissolutions, acquisitions, sales and other dispositions of assets, investments, loans and advances, payments in respect of capital stock and affiliate transactions. Certain financial maintenance and negative covenants are expected to be more restrictive than those under the Bank Credit Agreement.

Under certain conditions, it is expected that indebtedness under the New Bank Credit Agreement may be accelerated. Bankruptcy and insolvency events with respect to the Issuer, Sinclair or any other guarantor under the New Bank Credit Agreement and any "material third party licensee" (as will be defined in the New Bank Credit Agreement) are expected to result in an automatic acceleration of the indebtedness under the New Bank Credit Agreement. Subject to notice and cure periods in the New Bank Credit Agreement, other events of default are expected to result in acceleration of indebtedness under the New Bank Credit Agreement at the options of the lenders. Such other events of default are expected to include, among others, failure to pay any principal, interest or other amounts when due, breach of representations or warranties in any material respect, non-compliance with covenants, default or acceleration under other material indebtedness, entry of material judgments that remain undischarged or unstayed, loss or material impairment of material broadcast licenses, invalidity or termination, except as required by law, of any guarantee, security document or security interest, termination of or default under any program services agreement from which a material amount of broadcast cash flow is derived or a change of control.

The New Bank Credit Agreement is expected to contain representations and warranties and additional covenants and events of default customary for agreements of its type.

The New Bank Credit Agreement is also expected to require the Issuer to prepay the Term Loan B and any incremental term loans and reduce the Amended Revolver with (i) 100% of the net proceeds of (A) any casualty loss or condemnation or (B) any sale or other disposition of the Issuer's assets in excess of $5.0 million in the aggregate, to the extent such proceeds are not used to acquire new assets and (ii) 100% of net proceeds of the incurrence of indebtedness in respect of permitted receivables financings. The Issuer may prepay the loan facilities under the New Bank Credit Agreement without prepayment penalty.

Risk factors

In addition to the information furnished under Item 7.01 of this Current Report on Form 8-K and the other matters disclosed in Item 8.01 of this Current Report on Form 8-K, Sinclair is also updating the risk factors that were included in Sinclair's Annual Report on Form 10-K for the year ended December 31, 2008, Quarterly Reports on Form 10-Q for the three and six months ended March 31, 2009 and June 30, 2009, respectively, and Item 8.01 of the Current Report on 8-K dated July 10, 2009. Sinclair encourages any investor to carefully consider such risks described therein before investing in the Issuer's or Sinclair's securities. For purposes of the risk factor disclosure, the terms "we," "us," and "our" refer to Sinclair and all of its subsidiaries, unless otherwise indicated or the context otherwise requires.

Risks related to the Notes and the offering of the Notes

In the absence of a successful consummation of the offering of the Notes and the tender offers, we may need to restructure under the U.S. Bankruptcy Code, which will adversely affect our financial condition and impair potential recoveries by creditors, including holders of the 3.0% Notes and the 4.875% Notes.

We have a substantial amount of debt we may be required to repurchase within the next 18 months. Of the $1,317.8 million of total debt outstanding as of June 30, 2009, $286.8 million relates to the 3.0% Notes, which have a face value of $294.3 million and $143.5 million relates to the 4.875% Notes, which is equivalent to their face value. The holders thereof may require us to repurchase the 3.0% Notes and the 4.875% Notes for cash at a price equal to 100% of the principal amount, plus any accrued and unpaid interest, on May 15, 2010 and January 15, 2011, respectively. At the current stock trading price levels of our Class A Common Stock, it is highly probable that the holders of these notes, which are convertible into shares of our Class A Common Stock, will exercise their put rights. Currently, we do not have the cash necessary to meet our repurchase obligations.

As a result, the proceeds from the offering of the Notes will be used to finance the tender offers of the 3.0% Notes and the 4.875% Notes. The offering of the Notes is conditioned, however, on the closing of the New Bank Credit Agreement to, among other things, allow the offering.

If the Issuer is unable to complete the offering of the Notes and unable to finance the tender offers for the 3.0% Notes and the 4.875% Notes, Sinclair may not be able to meet its obligation to repurchase the 3.0% Notes and the 4.875% Notes pursuant to the holders' respective put rights and it may need to restructure its capital structure through bankruptcy proceedings. In that circumstance, Sinclair would likely attempt to pursue an orderly restructuring, for example, through a "pre-packaged" or "pre-negotiated" bankruptcy proceeding, but it cannot assure you that it would be able to do so. In order for any proposed plan of reorganization to be confirmed, the Bankruptcy Code, in addition to other legal requirements, requires that at least one impaired class of creditors votes to accept Sinclair's plan of reorganization. In order for a class to approve the plan of reorganization, approval of over one-half in number of creditors and at least two-thirds in claim amount by those who vote in each impaired class of creditors are required. In addition to obtaining the required votes, the requirements for a bankruptcy court to approve a plan of . . .