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TABLE OF CONTENTS

		Page
ARTICLE ONE DEFINITIONS; ESTABLISHMENT OF NEW SERIES		3

SECTION 1.1.	Certain Terms Defined in the Base Indenture; Establishment of New Series.	3
SECTION 1.2.	Definitions.	4

ARTICLE TWO FORM AND TERMS OF THE NOTES		8

SECTION 2.1.	Form of Note; Custodian and Book-Entry.	8
SECTION 2.2.	Applicability of Certain Provisions in the Base Indenture.	9
SECTION 2.3.	Payment of Interest, Contingent Cash Interest and Defaulted Interest.	9
SECTION 2.4.	Events of Default.	12
SECTION 2.5.	Acceleration of Maturity; Rescission and Annulment.	14
SECTION 2.6.	Waiver of Past Defaults.	15
SECTION 2.7.	Notice of Defaults.	16
SECTION 2.8.	Reports by Company.	16
SECTION 2.9.	Consolidation, Merger, Sale or Conveyance.	16
SECTION 2.10.	Supplemental Indentures.	18
SECTION 2.11.	Rights of Redemption.	20
SECTION 2.12.	Conversion.	21
SECTION 2.13.	Repurchases of Notes Upon a Fundamental Change.	38
SECTION 2.14.	Repurchase of Notes.	43

ARTICLE THREE MISCELLANEOUS		45

SECTION 3.1.	Purpose.	45
SECTION 3.2.	Successors and Assigns.	45
SECTION 3.3.	Separability Clause.	46
SECTION 3.4.	Schedules and Exhibits.	46
SECTION 3.5.	Benefits of First Supplemental Indenture.	46
SECTION 3.6.	Counterparts.	46
SECTION 3.7.	Ratification.	46
SECTION 3.8.	Rights of Trustee.	46
SECTION 3.9.	Construction.	46
SECTION 3.10.	Effectiveness.	47
SECTION 3.11.	Repurchase and Cancellation.	47
SECTION 3.12.	Trust Indenture Act Controls.	47
SECTION 3.13.	Governing Law.	47
SECTION 3.14.	Tax Treatment of Notes.	47

FIRST SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of May 10, 2007 between SINCLAIR BROADCAST GROUP INC., a Maryland corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as Trustee (the Trustee).

RECITALS OF THE COMPANY

WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of May 10, 2007 (the Base Indenture, and as supplemented by this First Supplemental Indenture, the Indenture), to provide for the issuance by the Company from time to time of Securities to be issued in one or more series as provided in the Base Indenture;

WHEREAS, the issuance and sale of up to $345,000,000 aggregate principal amount of a new series of the Companys 3.00% Convertible Senior Notes due May 15, 2027 (the Notes) has been authorized by resolutions adopted by the Board of Directors and the Pricing Committee of the Board of the Directors of the Company (each, a Board Resolution) dated as of May 1, 2007 and May 2, 2007, respectively;

WHEREAS, the Company desires to issue and sell up to $345,000,000 aggregate principal amount of the Notes on the date hereof (including up to $45,000,000 of Notes, which may be issued upon exercise of an over-allotment option);

WHEREAS, Section 901 of the Base Indenture provides that without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture to, among other things, (a) add to the covenants of the Company for the benefit of the Holders of all or any series of Securities, (b) to add additional Events of Default for the benefit of the Holders of all or any series of Securities, (c) to establish the form or terms of any series of Securities, and (d) to cure any ambiguity, to correct or supplement any provision herein, which may be inconsistent with any other provision in the Base Indenture;

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