Amendment

Second Amendment to Fourth Amended and Restated Credit Agreement


 
 
 
 
Final Execution Version



SECOND AMENDMENT TO FOURTH
 
 
This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 8, 2009 (this "Amendment"), is by and among (a) NEXSTAR BROADCASTING, INC. (the "Borrower"), a Delaware corporation, (b) NEXSTAR BROADCASTING GROUP, INC. (the "Ultimate Parent"), a Delaware corporation, (c) NEXSTAR FINANCE HOLDINGS, INC. ("Nexstar Finance Holdings"), a Delaware corporation, (d) certain Lenders (as defined below) and (e) BANK OF AMERICA, N.A., as administrative agent (the "Administrative Agent") for itself and the other Lenders party to that certain Fourth Amended and Restated Credit Agreement, dated April 1, 2005, as amended by that certain First Amendment to Credit Agreement, dated as of October 18, 2005 (as further amended, supplemented, and restated or otherwise modified and in effect from time to time, the "Credit Agreement"), by and among the Borrower, the Ultimate Parent, Nexstar Finance Holdings, the lending institutions party thereto (the "Lenders"), the Administrative Agent.  Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement as set forth on Annex I.
 
WHEREAS, the Borrower, the Ultimate Parent, Nexstar Finance Holdings, the Majority Lenders and the Administrative Agent have agreed to modify certain terms and conditions of the Credit Agreement as specifically set forth in this Amendment;
 
NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Ultimate Parent, Nexstar Finance Holdings, the Lenders and the Administrative Agent hereby agree as follows:
 
Sec.1.           Amendment to Credit Agreement.  The Credit Agreement is hereby amended in its entirety and replaced with the document attached hereto as Annex I.
 
Sec.2.           Amendment to Exhibit C to Credit Agreement.  Exhibit C to the Credit Agreement is hereby amended in its entirety and replaced with the document attached hereto as Exhibit C to Annex II.
 
Sec.3.           Amendment to Exhibit G to Credit Agreement.  Exhibit G to the Credit Agreement is hereby amended in its entirety and replaced with the document attached hereto as Exhibit G to Annex II.
 
Sec.4.           Amendment to Schedule 1.01(B) to Credit Agreement.  Schedule 1.01(B) to the Credit Agreement is hereby amended in its entirety and replaced with the document attached hereto as Schedule 1.01(B) to Annex II.
 
Sec.5.           Amendment to Schedule 5.09 to Credit Agreement.  Schedule 5.09 to the Credit Agreement is hereby amended in its entirety and replaced with the document attached hereto as Schedule 5.09 to Annex II.
 



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Sec.6.           Amendment to Schedule 5.16 to Credit Agreement.  Schedule 5.16 to the Credit Agreement is hereby amended in its entirety and replaced with the document attached hereto as Schedule 5.16 to Annex II.
 
Sec.7.           Amendment to Schedule 5.17 to Credit Agreement.  Schedule 5.17 to the Credit Agreement is hereby amended in its entirety and replaced with the document attached hereto as Schedule 5.17 to Annex II.
 
Sec.8.           Amendment to Schedule 5.21 to Credit Agreement.  Schedule 5.21 to the Credit Agreement is hereby amended in its entirety and replaced with the document attached hereto as Schedule 5.21 to Annex II.
 
Sec.9.           Amendment to Schedule 7.05(a) to Credit Agreement.  Schedule 7.05(a) to the Credit Agreement is hereby amended in its entirety and replaced with the document attached hereto as Schedule 7.05(l) to Annex II.
 
Sec.10.                      Amendment to Schedule 7.11 to Credit Agreement.  Schedule 7.11 to the Credit Agreement is hereby amended in its entirety and replaced with the document attached hereto as Schedule 7.11 to Annex II.
 
Sec.11.                      Amendment to Add a New Schedule 1.01(A) to Credit Agreement.  A new Schedule 1.01(A) to the Credit Agreement is hereby added in its entirety in the form attached hereto as Schedule 1.01(A) to Annex II.
 
Sec.12.                      Amendment to Add a New Schedule 5.17(c) to Credit Agreement.  A new Schedule 5.17(c) to the Credit Agreement is hereby added in its entirety in the form attached hereto as Schedule 5.17(c) to Annex II.
 
Sec.13.                      Amendment to Add a New Schedule 6.17(a) to Credit Agreement.  A new Schedule 6.17(a) to the Credit Agreement is hereby added in its entirety in the form attached hereto as Schedule 6.17(a) to Annex II.
 
Sec.14.                      Amendment to Add a New Schedule 6.17(b) to Credit Agreement.  A new Schedule 6.17(b) to the Credit Agreement is hereby added in its entirety in the form attached hereto as Schedule 6.17(b) to Annex II.
 
Sec.15.                      Amendment to Add a New Schedule 7.02 to Credit Agreement.  A new Schedule 7.02 to the Credit Agreement is hereby added in its entirety in the form attached hereto as Schedule 7.02 to Annex II.
 
Sec.16.                      Amendment to Add a New Schedule 7.06 to Credit Agreement.  A new Schedule 7.06 to the Credit Agreement is hereby added in its entirety in the form attached hereto as Schedule 7.06 to Annex II.
 
Sec.17.                      Amendment to Add a New Schedule 8.01(a) to Credit Agreement.  A new Schedule 8.01(a) to the Credit Agreement is hereby added in its entirety in the form attached hereto as Schedule 8.01(a) to Annex II.
 



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Sec.18.                      Amendment to Add a New Schedule 8.01(b) to Credit Agreement.  A new Schedule 8.01(b) to the Credit Agreement is hereby added in its entirety in the form attached hereto as Schedule 8.01(b) to Annex II.
 
Sec.19.                      One-time Limited Waiver.  In accordance with Section 10.01 of the Credit Agreement, the Administrative Agent, the Majority Lenders and the Majority Revolver Lenders hereby agree to waive any Default arising under Section 8.01(c) or Section 8.01(e) of the Credit Agreement as a result of any breach of Section 7.09(a) or (b) of the Credit Agreement, but only to the extent such breach occurred during the period from July 1, 2009 through the Second Amendment Effective Date.  This waiver shall be effective only for the specific instance and for the specific purpose set forth herein.  Except as set forth in this Section 19, nothing in this Amendment constitutes a waiver of (i) any existing or future Defaults under the Loan Documents or (ii) any other provision of the Credit Agreement or other Loan Documents.
 
Sec.20.                      Conditions to Effectiveness.  This Amendment shall become effective as of the date set forth above upon the receipt by the Administrative Agent of the following items:
 
(a)           there shall exist no Default immediately after giving effect to this Amendment; and
 
(b)           the Administrative Agent shall have received a counterpart signature page to this Amendment, duly executed and delivered by the Borrower, the Ultimate Parent, Nexstar Finance Holdings, each Guarantor, the Majority Lenders, the Majority Revolver Lenders and Majority Term B Lenders; and
 
(c)           the Administrative Agent and the Lenders shall have received a legal opinion of counsel to the Credit Parties, which shall be in form, scope and substance reasonably satisfactory to the Administrative Agent and include, without limitation (i) opinions regarding FCC matters,  and (ii) an unqualified no conflicts opinion with respect to (A) the Credit Agreement, (B) the Loan Documents, (C) the Mission Loan Documents, and (D) all public and other indebtedness of each Nexstar Entity and each Mission Entity, including without limitation, the Unsecured Notes; and
 
(d)           the representations and warranties set forth in Section 22 of this Amendment shall be true and correct as of the date of this Amendment; and
 
(e)           the Administrative Agent shall have received, in form and substance reasonably acceptable to it, all resolutions, incumbency certificates, certificates of no default, and such other certificates and documents as reasonably requested by the Administrative Agent or Majority Lenders; and
 
(f)           the Administrative Agent shall have received, for the pro rata account of the Lenders timely executing and delivering a signature page to this Amendment, an amendment fee equal to one hundred basis points (1.00%) of the Commitment of, and outstanding principal amount of the Term B Loan held by, each such Lender; and
 
(g)           the Administrative Agent shall have received all other invoiced fees and expenses due and owing in connection with this Amendment; and
 
(h)           amendments and restatements of each of the Security Documents and each Guaranty Agreement, and, at the request of the Administrative Agent, confirmations and affirmations of any of the other Loan Documents by the applicable Credit Parties, in each case reasonably acceptable to the Administrative Agent and the Majority Lenders, provided that, amendments and restatements of the Security Documents and Guaranty Agreements shall contain a provision incorporating by reference all covenants and agreements of the Borrower and the Mission Borrower contained in Articles VI and VII of the Credit Agreement and the Mission Credit Agreement (including all exhibits, schedules and defined terms referred to therein) and all such covenants and agreements so incorporated shall survive any termination, cancellation, discharge or replacement of either (i) the Credit Agreement or (ii) the Mission Credit Agreement); and
 
(i)           the Administrative Agent shall have received a duly-executed First Amendment to the Mission Credit Agreement on terms acceptable to the Administrative Agent and Majority Lenders; and
 
(j)           evidence satisfactory to the Administrative Agent of the removal of all anti-assignment or anti-encumbrance clauses in all Nexstar/Mission Agreements; and
 
(k)           the Administrative Agent shall have received a Compliance Certificate in the form of Exhibit C attached hereto, which attaches a schedule in form and detail reasonably satisfactory to the Administrative Agent of Consolidated Total Debt, Consolidated Operating Cash Flow, Consolidated Net Income, Consolidated Total Leverage Ratio, Consolidated Senior Leverage Ratio, Consolidated Interest Coverage Ratio, Consolidated Fixed Charge Coverage Ratio and other financial covenant related calculations, each calculated pursuant to the applicable definitions set forth in the Credit Agreement attached as Annex I hereto and as of the date hereof (provided that with respect to Consolidated Operating Cash Flow and Consolidated Net Income, such calculation shall be for the Measurement Period ending on the last day of the most recently completed fiscal quarter of the Borrower for which financial statements have been delivered) in each case demonstrating compliance with the applicable financial covenants set forth in Section 7.09 of the Credit Agreement as set forth in Annex I hereto, prepared by the principal financial or accounting officer of the Borrower; and
 
(l)           the Borrower shall have paid all reasonable invoiced fees and expenses of the Administrative Agent's counsel, Winstead PC.
 
Sec.21.                      Affirmation of Nexstar Entities.  Each of the Nexstar Entities hereby affirms its Obligations under the Credit Agreement, each of the other Loan Documents to which each is a party, and each of the Mission Loan Documents to which each is a party, and each hereby affirms its absolute and unconditional promise to pay to the Lenders the Loans and all other amounts due (i) under the Credit Agreement (as amended hereby) and the other Loan Documents and (ii) under the Mission Credit Agreement and the Mission Loan Documents.
 
Sec.22.                      Representations and Warranties.  Each of the Nexstar Entities represents and warrants to the Administrative Agent and the Lenders as follows:
 
(a)           Representations and Warranties.  Each of the representations and warranties contained in Article V of the Credit Agreement were true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality, in which case, such representations and warranties were true and correct in all respects) when made.  Each of the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects on and as of the date hereof (giving effect to this Amendment and giving effect to the amended and added Schedules to the Credit Agreement attached in Annex II hereto), except to the extent such representations and warranties are already qualified by materiality, in which case, such representations and warranties are true and correct in all respects and to the extent that such representations and warranties relate specifically to a prior date.  Each of the Schedules attached to the Credit Agreement, as amended by this Amendment, and attached to each of the Loan Documents as amended in connection with this Amendment, reflects disclosures and information that is true, complete and accurate.
 
(b)           Enforceability.  The execution and delivery by the Nexstar Entities of this Amendment, and the performance by the Nexstar Entities of this Amendment and the Credit Agreement, as amended hereby, and each of the Loan Documents (and amendments, restatements and substitutions therefore in connection with this Amendment) are within the corporate authority of each of the Nexstar Entities and have been duly authorized by all necessary corporate proceedings.  This Amendment and the Credit Agreement, as amended, and each of the Loan Documents (and amendments, restatements and substitutions therefore in connection with this Amendment) hereby, constitute valid and legally binding obligations of each of the Nexstar Entities, enforceable against it in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general.
 
(c)           No Default.  After giving effect to this Amendment, no Default has occurred and is continuing, and no Default will result from the execution, delivery and performance by the Nexstar Entities of this Amendment, the other Loan Documents or from the consummation of the transactions contemplated herein.
 
(d)           Disclosure.  None of the information provided to the Administrative Agent and the Lenders on or prior to the date of this Amendment contained any untrue statement of material fact or omitted to state any material fact (known to any of the Nexstar Entities in the case of any document or information not furnished by any such Nexstar Entity) necessary in order to make the statements herein or therein not misleading.  On the date hereof, none of the Nexstar Entities possess any material information with respect to the operations, business, assets, properties, liabilities (actual or contingent) or financial condition of the Nexstar Entities taken as a whole as to which the Lenders do not have access.
 


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Sec.23.                      No Other Amendments, etc.  Except as expressly provided in this Amendment, (a) all of the terms and conditions of the Credit Agreement and the other Loan Documents (as amended and restated in connection herewith, if applicable) remain unchanged, and (b) all of the terms and conditions of the Credit Agreement, as amended hereby, and of the other Loan Documents (as amended and restated in connection herewith, if applicable) are hereby ratified and confirmed and remain in full force and effect.  Nothing herein shall be construed to be an amendment, consent or a waiver of any requirements of any Nexstar Entity or of any other Person under the Credit Agreement or any of the other Loan Documents except as expressly set forth herein or pursuant to a written agreement executed in connection herewith.  Nothing in this Amendment shall be construed to imply any willingness on the part of the Administrative Agent or any Lender to grant any similar or future amendment, consent or waiver of any of the terms and conditions of the Credit Agreement or the other Loan Documents.
 
Sec.24.                      Release.  In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each of the Nexstar Entities acknowledges and agrees that:  (i) none of the Nexstar Entities, Credit Parties or any of their Affiliates have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agents); (ii) none of the Nexstar Entities, Credit Parties or any of their Affiliates have any offset right, counterclaim, right of recoupment or any defense of any kind against the Nexstar Entities', Credit Parties' or any of their Affiliates' obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Nexstar Entities, Credit Parties and any of their Affiliates.  Each of the Nexstar Entities, Credit Parties and their Affiliates wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent's and the Lenders' rights, interests, contracts, collateral security or remedies.  Therefore, each of the Nexstar Entities, Credit Parties and each of their Affiliates unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which any Nexstar Entity, Credit Party or any of their Affiliates might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents (the Administrative Agent, the Lenders and their respective directors, officers, employees and agents, are collectively referred to herein as the "Lender Parties") in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.  Each of the Nexstar Entities, Credit Parties and each of their Affiliates agree not to sue any of the Lender Parties or in any way assist any other person or entity in suing any of the Lender Parties with respect to any claim released herein.  This release provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein
 
Sec.25.                      Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument.  In proving this Amendment, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.
 
Sec.26.                      Interpretation.  This Amendment, the Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Borrower and are the product of discussions and negotiations among all parties.  Accordingly, this Amendment, Credit Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent's or any Lender's involvement in the preparation of such documents.
 
Sec.27.                      Loan Document.  This Amendment is a Loan Document under the terms of the Credit Agreement, and any breach of any provision of this Amendment shall be a Default under the Credit Agreement (as applicable).
 
Sec.28.                      Consent regarding Security Documents and Guaranty Agreements.  The Majority Lenders and Majority Revolver Lenders hereby consent to amendments and restatements of each of the Security Documents and the Guaranty Agreements to conform to the provisions of this Amendment.  The Majority Lenders and Majority Revolver Lenders hereby authorize the Collateral Agent and the Administrative Agent, on behalf of the Lenders, to execute and deliver such amendments and restatements to each of the Security Documents and each of the Guaranty Agreements.
 
Sec.29.                      Miscellaneous.  This Amendment shall be governed by, an construed in accordance with, the law of the State of New York applicable to agreements made and to be performed entirely within such state; provided that the Administrative Agent and each Lender shall retain all rights arising under Federal Law.  The captions in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof.  The Borrower agrees to pay to the Administrative Agent, on demand by the Administrative Agent, all reasonable costs and expenses incurred or sustained by the Administrative Agent in connection with the preparation of this Amendment, including reasonable legal fees in accordance with Section 10.04 of the Credit Agreement.
 
[Remainder of Page Intentionally Left Blank]
 



5432462v.2 25690/684
 
 
 
 


IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as a sealed instrument as of the date first set forth above.

The Borrower:
NEXSTAR BROADCASTING, INC.

By:  /s/ Shirley E. Green
Name:  Shirley E. Green
Title:  Secretary & VP Controller

The Parent Guarantors:

By:  /s/ Shirley E. Green
Name:  Shirley E. Green
Title:  Secretary & VP Controller

NEXSTAR FINANCE HOLDINGS, INC.

By:  /s/ Shirley E. Green
Name:  Shirley E. Green
Title:  Secretary & VP Controller

 
 

[Signature Page to Second Amendment to


5432462v.2 25690/684
 
 
 
 


The Administrative Agent:
BANK OF AMERICA, N.A.,
as Administrative Agent

By:  /s/ Renita Cummings
Name:  Renita Cummings
Title:  Assistant Vice President

The Lenders:
BANK OF AMERICA, N.A.,
as a Lender

By:                                           
Name:
Title:


The Administrative Agent:
BANK OF AMERICA, N.A.,
as Administrative Agent

By:                                           
Name:
Title:

The Lenders:
BANK OF AMERICA, N.A.,
as a Lender

By:  /s/ Ross Evans
Name:  Ross Evans
Title:  Senior Vice President


[Signature Page to Second Amendment to


5432462v.2 25690/684
 
 
 
 
The Lenders:

ARES IIIR/IVR CLO LTD, as a Lender



ARES IIIR/IVR CLO LTD.

By:  ARES CLO MANAGEMENT IIIR/IVR L.P.

By:  ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER

By:  ARES MAMAGEMENT LLC, ITS MANAGER


By: /s/ Americo Cascella
Name:  Americo Cascella
Title:  Vice President


 
 
 
 


 
The Lenders:

Ares VR CLO, Ltd, as a Lender



Ares VR CLO, Ltd

By:  ARES CLO Management VR, L.P.,
Investment Manager

By:  Ares CLO GP VR, LLC,
Its General Partner


By: /s/ Americo Cascella
Name:  Americo Cascella
Title:  Vice President

 
 
 
 


 
The Lenders:

Ares VIII CLO, Ltd, as a Lender



Ares VIII CLO, Ltd

By:  ARES CLO Management VIII, L.P.,
Investment Manager

By:  Ares CLO GP VIII, LLC,
Its General Partner


By: /s/ Americo Cascella
Name:  Americo Cascella
Title:  Vice President

 
 
 
 


 
The Lenders:

Ares XI CLO, Ltd, as a Lender



Ares XI CLO, Ltd

By:  ARES CLO Management XI, L.P.,
Investment Manager

By:  Ares CLO GP XI, LLC,
Its General Partner


By: /s/ Americo Cascella
Name:  Americo Cascella
Title:  Vice President

 
 
 
 


 
The Lenders:

Ares IX CLO, Ltd, as a Lender



Ares IX CLO, Ltd

By:  ARES CLO Management IX, L.P.,

By:  Ares CLO GP IX, LLC, ITS GENERAL PARTNER

By:  Ares MANAGEMENT LLC, ITS MANAGER


By: /s/ Americo Cascella
Name:  Americo Cascella
Title:  Vice President

 
 
 
 


 
The Lenders:

ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD, as a Lender



ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.

By:  ARES ENHANCED LOAN MANAGEMENT IR, L.P., as Portfolio Manager

By:  Ares Enhanced Loan IR GP, LLC, as its General Partner

By:  Ares Management LLC, as its Manager


By: /s/ Americo Cascella
Name:  Americo Cascella
Title:  Vice President

 
 
 
 


 
The Lenders:



Atrium IV
Atrium V
Castle Garden
Credit Suisse Syndicated Loan Fund
Credit Suisse Senior Loan Fund
CSAM Funding I
CSAM Funding III
CSAM Funding IV
Madison Park Funding I Ltd.
Madison Park Funding II Ltd.
Madison Park Funding III Ltd.
Madison Park Funding IV Ltd.
Madison Park Funding V Ltd.
Madison Park Funding VI Ltd., as a Lender

By: /s/ Linda Karn
Name:  Linda Karn
Title:  Authorized Signatory

 
 
 
 


 
The Lenders:

BABSON CLO LTD. 2004-I
BABSON CLO LTD. 2004-II
BABSON CLO LTD. 2005-I
BABSON CLO LTD. 2006-II
BABSON MID-MARKET CLO LTD. 2007-II
SAPPHIRE VALLEY CDO I, LTD.
By:  Babson Capital Management LLC as Collateral Manager

By: /s/ Kenneth M Gacevich
Name:  Kenneth M Gacevich
Title:  Managing Director

CASCADE INVESTMENT LLC
HOLLY INVESTMENT CORPORATION
MAPLEWOOD (CAYMAN) LIMITED
OLYMPIC PARK LIMITED
BABSON CAPITAL LOAN PARTNERS I, LP
By:  Babson Capital Management LLC as Investment Manager

By: /s/ Kenneth M Gacevich
Name:  Kenneth M Gacevich
Title:  Managing Director

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
BILL & MELINDA GATES FOUNDATION TRUST
By:  Babson Capital Management LLC as Investment Adviser

By: /s/ Kenneth M Gacevich
Name:  Kenneth M Gacevich
Title:  Managing Director

XELO VII LIMITED
By:  Babson Capital Management LLC as Sub-Advisor

By: /s/ Kenneth M Gacevich
Name:  Kenneth M Gacevich
Title:  Managing Director

 
 
 
 


 
The Lenders:



BIG SKY III SENIOR LOAN TRUST, LENDER
By:  EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR

By: /s/ Michael B Botthoff
Name:  Michael B Botthoff
Title:  Vice President


 
 
 
 


 
The Lenders:

BlackRock Floating Rate Income Trust
BlackRock Limited Duration Income Trust
BlackRock Senior Income Series
BlackRock Senior Income Series II
Magnetite V CLO, Limited, as a Lender

By: /s/ Zachary Alpern
Name:  Zachary Alpern
Title:  Authorized Signatory

 
 
 
 


 
CALYON, NEW YORK BRANCH,
as a Lender

By: /s/ Tanya Crossley
Name:  Tanya Crossley
Title:  Managing Director

By: /s/ Priya Vrat
Name:  Priya Vrat
Title:  Director


 
 
 
 


 
The Lenders:

Commingled Pension Trust Fund (High Yield Bond)
of JP Morgan Chase Bank NA

By: /s/ William Morgan
Name:  William Morgan
Title:  Managing Director

 
 
 
 


 
The Lenders:

Credit Suisse Candlewood Private Finance Master Fund Ltd,
as a Lender

By: /s/ Michael Lau
Name:  Michael Lau
Title:  Authorized Signatory

 
 
 
 


 
The Lenders:



Eaton Vance CDO VIII, Ltd.
By:  Eaton Vance Management
as Investment Advisor

By: /s/ Michael B Botthoff
Name:  Michael B Botthoff
Title:  Vice President

 
 
 
 


 
The Lenders:



Eaton Vance CDO IX, Ltd.
By:  Eaton Vance Management
as Investment Advisor

By: /s/ Michael B Botthoff
Name:  Michael B Botthoff
Title:  Vice President

 
 
 
 


 
The Lenders:



Eaton Vance Floating Rate Income Trust
By:  Eaton Vance Management
as Investment Advisor

By: /s/ Michael B Botthoff
Name:  Michael B Botthoff
Title:  Vice President

 
 
 
 


 
The Lenders:



Eaton Vance Institutional Senior Loan Fund
By:  Eaton Vance Management
as Investment Advisor

By: /s/ Michael B Botthoff
Name:  Michael B Botthoff
Title:  Vice President

 
 
 
 


 
The Lenders:



Eaton Vance Limited Duration Income Fund
By:  Eaton Vance Management
as Investment Advisor

By: /s/ Michael B Botthoff
Name:  Michael B Botthoff
Title:  Vice President

 
 
 
 


 
The Lenders:



Eaton Vance Medallion
Floating-Rate Income Portfolio
By: Eaton Vance Management
As Investment Advisor

By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President

 
 
 
 

The Lenders:
EATON VANCE SENIOR
FLOATING-RATE TRUST        as a Lender
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR

BY: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President

 
 
 
 


The Lenders:
 
 
EATON VANCE SENIOR INCOME TRUST as a Lender
                              BY: EATON VANCE MANAGEMENT
                            AS INVESTMENT ADVISOR
                                                  BY: /s/ Michael B. Botthof
                      Name: Michael B. Botthof
                      Title: Vice President

 
 
 
 

The Lenders:


EATON VANCE SHORT DURATION as a Lender
DIVERSIFIED INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR

BY: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President

 
 
 
 

The Lenders:
                       EATON VANCE   as a Lender
                          VT FLOATING-RATE INCOME FUND
                                       BY: EATON VANCE MANAGEMENT
                        AS INVESTMENT ADVISOR
                            BY: /s/ Michael B. Botthof
           Name: Michael B. Botthof
           Title: Vice President

 
 
 
 

The Lenders:
 
 

                             ESSEX PARK CDO LTD.                                                                
By: Blackstone Debt Advisors L.P.
as Collateral Manager, as a Lender



          BY: /s/ Dean T. Criares
           Name: Dean T. Criares
           Title: Authorized Signatory

 
 
 
 

The Lenders:
Fidelity Advisors Series I: Fidelity Advisor
       Floating Rate High Income Fund, as a Lender
                                                         BY: /s/ Paul Murphy
                                   Name: Paul Murphy
                                   Title: Assistant Treasurer

 
 
 
 

The Lenders:
 
     Fidelity Central Investment Portfolios LLC:
                                  Fidelity Floating Rate Central Investment
            Portfolio, as a Lender
 
 

                                                                               BY: /s/ Paul Murphy
                                            Name: Paul Murphy
                                            Title: Assistant Treasurer

 
 
 
 

The Lenders:
Franklin Floating Rate Daily Access Fund,
    as a Lender

                                                         BY: /s/ Richard Hsu
                      Name: Richard Hsu
                       Title: Vice President

 
 
 
 

The Lenders:
Franklin Floating Rate Master Series,
       as a Lender

                                                         BY: /s/ Richard Hsu
                      Name: Richard Hsu
                       Title: Vice President

 
 
 
 


 
The Lenders:
Franklin Templeton Duration Income
   Trust, as a Lender

                                                         BY: /s/ Richard Hsu
                      Name: Richard Hsu
                       Title: Vice President

 
 
 
 

The Lenders:
Franklin Templeton Series II Funds Floating
   Rate II Fund, as a Lender

                                                         BY: /s/ Richard Hsu
                      Name: Richard Hsu
                       Title: Vice President

 
 
 
 

The Lenders:

 
FUTURE FUND BOARD OF GUARDIANS, as a Lender
 

 

 
FUTURE FUND BOARD OF GUARDIANS
 

 
By: Ares Enhanced Loan Investment Strategy Advisor IV, L.P., its investment manager
 
By: Ares Enhanced Loan Investment Strategy Advisor IV GP, LLC, its general partner
 
By: Ares Management LLC, its managing member
 

 
BY: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President

 
 
 
 

The Lenders:
 
(Galaxy IV CLO, LTD
By:  AIG Global Investment Corp.
its Collateral Manager

Galaxy V CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager), as a Lender

 
BY: /s/ Julie Bothamley
Name: Julie Bothamley
Title: Managing Director

 
 
 
 

The Lenders:
 
GE BUSINESS FINANCIAL SERVICES INC.,
as a Lender

 
BY: /s/ James R. Persico
Name: James R. Persico
Title: Duly Authorized Signatory

 
 
 
 

The Lenders:
 
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender

 
BY: /s/ Jason Soto
Name: Jason Soto
Title: As Authorized Signatory

 
 
 
 

The Lenders:
 
(Other Lenders), as a Lenders
 

 
BY: /s/ CLAUDE A. BAUM, ESQ.
Name: CLAUDE A. BAUM, ESQ.
Title: GENERAL COUNSEL
ORE HILL PARTNERS LLC

GENESIS CLO 2007-1 Ltd.

BY: Ore Hill Partners LLC
Its: Investment Advisor

 
 
 
 

The Lenders:
 
GRAYSON & CO, as a Lender
 
By: BOSTON MANAGEMENT AND RESEARCH
 
AS INVESTMENT ADVISOR
 
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President

 
 
 
 

The Lenders:
 
ING Prime Rate Trust
By: ING Investment Management Co.,
       as its investment manager

ING Senior Income Fund
By: ING Investment Management Co.,
       as its investment manager

ING Investment Management CLO III, LTD.
By: ING Alternative Asset Management LLC,
       as its investment manager

ING International (II) – Senior Bank Loans Euro
By: ING Investment Management Co.,
       as its investment manager

ING Investment Trust Co. Plan for Employee Benefit
Investment Funds – Senior Loan Fund
By:  ING Investment Trust Co. as its trustee

By: /s/ Michel Prince, CFA
Name: Michel Prince, CFA
Title: Senior Vice President

 
 
 
 

The Lenders:
 
 

INWOOD PARK CDO LTD.                                           
By: Blackstone Debt Advisors L.P.
as Collateral Manager, as a Lender



BY: /s/ Dean T. Criares
Name: Dean T. Criares
Title: Authorized Signatory

 
 
 
 

The Lenders:  JPMORGAN DISTRESSED DEBT OPPORTUNITIES
MASTER FUND, LTD.
(Other Lenders), as a Lender

BY: /s/ James P. Shanahan
Name: James P. Shanahan
Title: Managing Director

 
 
 
 


 
The Lenders:
(Other Lenders), as a Lender
JPMORGAN HIGH YIELD BOND FUND

BY: /s/ William Morgan
Name: William Morgan
Title: Managing Director

 

 
 
 
 


 
The Lenders:  JP Morgan Strategic Income Opportunities Fund , as a Lender
 
By: /s/ James P. Shanahan
 
Name:  James P. Shanahan
 
Title: Managing Director
 

 
 
 
 


 
The Lenders:
 
LOAN FUNDING VI LLC,
 
for itself or as agent for Corporate Loan Funding VI LLC                            , as a Lender
 

 
By: /s/ Dean T. Criares
 
Name:  Dean T. Criares
 
Title:  Authorized Signatory
 

 
 
 
 


 
The Lenders:
 
Magnolia Funding                                    , as a Lender
 
By: /s/ ARLENE ARELLANO
 
Name: ARLENE ARELLANO
 
Title: AUTHORIZED SIGNATORY
 

 
 
 
 


 
The Lenders:
 

 
MOUNMENT PARK CDO LTD.
 
By: Blackstone Debt Advisors L.P, as a Lender
 
as Collateral Manager
 
By: /s/ Dean T Criares
 
Name:  Dean T Criares
 
Title:  Authorized Signatory
 

 
 
 
 


 
National City Bank, as a Lender
 
By: /s/ Timothy J. Ambrose
 
Name: Timothy J. Ambrose
 
Title: Vice President
 

 
 
 
 


 
NYLIM Flatiron CLO 2006 -1 Ltd
By: New York Life Investment Management LLC,
As Collateral Manager and Attorney-in fact
By: /s/ Michelle Lim
Name: Michelle Lim
Title: Vice President

New York Life Insurance Company
By: /s/ Michelle Lim
Name: Michelle Lim
Title: Corporate Vice President

New York Life Insurance and Annuity Corporation
By: New York Life Investment Management LLC,
its Investment Manager
By: /s/ Michelle Lim
Name: Michelle Lim
Title: Vice President

NYLIM Institutional Floating Rate Fund L.P
By: New York Life Investment Management, LLC,
its Investment Manager
By: /s/ Michelle Lim
Name: Michelle Lim
Title: Vice President

MainStay Floating Rate Fund, a series of Eclipse
Funds Inc. By: New York Life Investment
Management LLC
By: /s/ Michelle Lim
Name: Michelle Lim
Title: Vice President

MainStay VP Floating Rate Portfolio, a series of
Mainstay VP Series Fund, Inc.  By: New York Life
Investment Management LLC
By: /s/ Michelle Lim
Name: Michelle Lim
Title: Vice President

 
 
 
 


 
The Lenders:
 
O’Connor Credit Opportunity Master Limited, as a Lender
 

 
By: /s/ Joshua Karlin
 
Name: Joshua Karlin
 
AS ATTORNEY-IN-FACT
 

 
 
 
 


 

 
The Lenders:
 
Potential CLO I, Ltd., as a Lender
 
By:  Octagon Credit Investor, LLC
 
as Attorney in Fact
 
By: /s/ Donald C, Young
 
Name: Donald C, Young
 
Title:  Portfolio Manger
 

 
 
 
 


 
The Lenders:
 
PPM Shadow Creek Funding LLC, as a Lender
 

 
By: /s/ Stacy Lai
 
Name: Stacy Lai
 
Title: Assistant Vice President
 

 
 
 
 


 
The Lenders:
 
 

 
By: /s/ Mustafa S. Topiwalla
 
Name: Mustafa S. Topiwalla
 
Title: Authorized Signatory
 

 
 
 
 


 
The Lenders:
 
Sankaty Credit Opportunities IV, LP, as a Lender
 

 
By: /s/ Alan K. Halfenger
 
Name: Alan K. Halfenger
 
Title: Chief Compliance Officer
 
           Assistant Secretary
 

 
 
 
 


 
The Lenders:
 
Sankaty Credit Opportunities (Off Shore Master) IV, L.P, as a Lender
 

 
By: /s/ Alan K. Halfenger
 
Name: Alan K. Halfenger
 
Title: Chief Compliance Officer
 
           Assistant Secretary
 

 
 
 
 

The Lenders: JP Morgan Leveraged Loans Master Fund, LP, as a Lender
 

 
By: /s/ James P. Shanahan
 
Name:  James P. Shanahan
 
Title:  Managing Director
 

 
 
 
 


 

 
The Lenders:
 
SENIOR DEBT PORTFOLIO
 
Boston Management and Research
 
As Investment Advisor, as a Lender
 

 
By: /s/ Michael B. Botthof
 
Name: Michael B. Botthof
 
Title: Vice President
 

 
 
 
 


 
This consent is made by the following Lender through the undersigned investment advisor:
 

 
T. Rowe Price institutional Floating Rate Fund
 
By:  T Rowe Price Associates, Inc., as investment advisor:
 
By: /s/ Jonathan D. Siegel
 
Name:  Jonathan D. Siegel
 
Title:  Vice President
 

 
 
 
 


 
The Lenders:
 

 
THE NORINCHUKIN BANK, NEW YORK BRANCH,
 
Through State Street Bank and Trust Company N.A as
 
Fiduciary Custodian
 
By: Eaton Vance Management, Attorney-in-fact
 
By: /s/ Michael B. Botthof
 
Name: Michael B. Botthof
 
Title:  Vice President
 

 
 
 
 


 
The Lenders:
 

 
The Sumitomo Trust & Banking Co., Ltd., New
 
York Branch, as a Lender
 
By: /s/ Frances E. Wynne
 
Name:  Frances E. Wynne
 
Title:  Senior Director
 

 
 
 
 


 
The Lenders:
 
Wellington Management Company, LLP as a Lender
 

 
Each of the persons listed on Annex A,
 
Severally but not jointly, as Lender
 
By: Wellington Management Company, LLP
 
As investment adviser
 

 
By: /s/ Donald M. Caiazza
 
Donald M. Caiazza
 
Vice President and Counsel
 
[Signature Page to Second Amendment to


5432462v.2 25690/684
 
 
 
 
Final Execution Version



RATIFICATION OF GUARANTORS
 
Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Entities execution thereof; (b) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions thereof, (c) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrower under the Credit Agreement; (d) acknowledges and confirms that the liens and security interests granted by such Guarantor pursuant to the Loan Documents are and continue to be valid and perfected first priority liens and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof; (e) acknowledges and agrees that such Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees or agents); (f) acknowledges, affirms and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Administrative Agent or any Lender and (g) acknowledges, affirms and agrees with each term of the Amendment, including, without limitation, Section 24 thereof.
 
The Guarantors:
 

 
MISSION BROADCASTING, INC.
 

 

 
By:   /s/  David S. Smith, President                                                                        
 
David S. Smith, President
 
 
NEXSTAR FINANCE HOLDINGS, INC.
 

 

 
By:   /s/ Shirley E. Green, Secretary & VP Controller                                                                
 
Name:  Shirley E. Green
 
Title:    Secretary & VP Controller
 

[Signature Page to Second Amendment to


5432462v.2 25690/684
 
 
 
 
Annex I to the Second Amendment




Annex I
 
[See Attached]
 

Annex I to Second Amendment to


5432462v.2 25690/684
 
 
 
 
Annex I to the Second Amendment




 
AMONG

NEXSTAR BROADCASTING, INC.,

AND CERTAIN OF ITS SUBSIDIARIES
FROM TIME TO TIME PARTIES HERETO,

THE SEVERAL FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTIES HERETO,


BANK OF AMERICA, N.A.,
AS ADMINISTRATIVE AGENT,

UBS SECURITIES LLC
AND
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
AS CO-SYNDICATION AGENTS

__________________________________

BANK OF AMERICA SECURITIES LLC,
AND
UBS SECURITIES LLC,
AS JOINT LEAD ARRANGERS

AND

BANK OF AMERICA SECURITIES LLC,
AND
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
AS JOINT BOOK MANAGERS
__________________________________

DATED AS OF APRIL 1, 2005
__________________________________





5432462v.2 25690/684
 
 
 
 

 

 
TABLE OF CONTENTS
 
Page

ARTICLE I.
DEFINITIONS
1
1.01.
Defined Terms
1
1.02.
Other Definitional Provisions
21
1.03.
Accounting Principles
21
1.04.
Classes and Types of Loans and Borrowings
21
1.05.
Rounding
21
1.06.
Times of Day
21
1.07.
Letter of Credit Amounts
21
ARTICLE II.
THE CREDIT FACILITIES
22
2.01.
Amounts and Terms of Commitments
22
2.02.
Borrowings, Conversions and Continuations of Loans
22
2.03.
Letters of Credit.
22
2.04.
Reduction and Termination of Commitments.
25
2.05.
Voluntary Prepayments
25
2.06.
Mandatory Prepayments
25
2.07.
Repayment of Loans
26
2.08.
Interest.
21
2.09.
Fees
21
2.10.
Computation of Interest and Fees
27
2.11.
Evidence of Debt.
27
2.12.
Payments Generally; Administrative Agent's Clawback
27
2.13.
Sharing of Payments by Lenders
27
2.14.
Security Documents and Guaranty Agreements
27
ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
28
3.01.
Taxes.
28
3.02.
Illegality
28
3.03.
Inability to Determine Rates
29
3.04.
Increased Costs; Reserves on Eurodollar Loans
29
3.05.
Compensation for Losses
29
3.06.
Mitigation Obligations; Replacement of Lenders
29
3.07.
Survival
29
ARTICLE IV.
CONDITIONS PRECEDENT
30
4.01.
Conditions to the Effective Date
31
4.02.
Additional Conditions to the Effective Date
31
4.03.
Conditions to All Borrowings and the Issuance of Any Letters of Credit
32
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
34
5.01.
Existence; Compliance with Law
34
5.02.
Corporate, Limited Liability Company or Partnership Authorization; No Contravention
34
5.03.
Governmental Authorization
34
5.04.
Binding Effect
35
5.05.
Litigation
35
5.06.
No Default
35
5.07.
ERISA Compliance
35
5.08.
Use of Proceeds; Margin Regulations
36
5.09.
Ownership of Property; Intellectual Property.
36
5.10.
Taxes
36
5.11.
Financial Statements.
36
5.12.
Securities Law, etc.; Compliance
37
5.13.
Governmental Regulation
37
5.14.
Accuracy of Information
37
5.15.
Environmental Laws
37
5.16.
Environmental Compliance.
37
5.17.
FCC Licenses.
37
5.18.
Subsidiaries
39
5.19.
Solvency
39
5.20.
Labor Controversies
39
5.21.
Security Documents.
39
5.22.
Network Affiliation Agreements
39
5.23.
Condition of Stations
39
5.24.
Special Purpose Entities
39
5.25.
Information Certificate
39
5.26.
Maintenance of Insurance
39
5.27.
Security Documents
39
5.28.
Nexstar/Mission Agreements
39
ARTICLE VI.
AFFIRMATIVE COVENANTS
40
6.01.
Financial Statements
40
6.02.
Certificates; Other Information
40
6.03.
Notices
41
6.04.
FCC Information
41
6.05.
FCC Licenses and Regulatory Compliance
42
6.06.
License Lapse
42
6.07.
Maintenance of Corporate, Limited Liability Company or Partnership Existence, etc
42
6.08.
Foreign Qualification, etc
42
6.09.
Payment of Taxes, etc
42
6.10.
Maintenance of Property; Insurance
42
6.11.
Compliance with Laws, etc
42
6.12.
Books and Records.
42
6.13.
Use of Proceeds
42
6.14.
End of Fiscal Years; Fiscal Quarters
42
6.15.
Interest Rate Protection
42
6.16.
Additional Security; Further Assurances.
42
6.17.
Post Second Amendment Effective Date Collateral Requirements
44
6.18.
Lien Searches.
45
6.19.
Designation as Senior Debt
45
6.20.
Operating Accounts as Collateral
45
6.21.
Compliance with Environmental Laws
45
6.22.
Preparation of Environmental Reports
46
6.23.
Further Assurances
46
6.24.
Compliance with Terms of Leaseholds
46
6.25.
Cooperation
46
ARTICLE VII.
NEGATIVE COVENANTS
47
7.01.
Changes in Business
47
7.02.
Limitation on Liens
47
7.03.
Disposition of Assets
47
7.04.
Consolidations, Mergers, Acquisitions, etc
48
7.05.
Limitation on Indebtedness
48
7.06.
Transactions with Affiliates
50
7.07.
Use of Credits; Compliance with Margin Regulations
50
7.08.
Environmental Liabilities
50
7.09.
Financial Covenants.
50
7.10.
Restricted Payments
51
7.11.
Advances, Investments and Loans
51
7.12.
Limitation on Business Activities of the Nexstar Entities.
51
7.13.
Sales or Issuances of Capital Stock
51
7.14.
No Waivers, Amendments or Restrictive Agreements; Charter Documents
51
7.15.
Prepayments, Etc. of Indebtedness
51
7.16.
Debt Repurchases
52
7.17.
Nexstar and Mission
52
ARTICLE VIII.
EVENTS OF DEFAULT
53
8.01.
Event of Default
53
8.02.
Remedies
55
8.03.
Rights Not Exclusive
55
8.04.
Application of Funds
55
ARTICLE IX.
 ADMINISTRATIVE AGENT
57
9.01.
Appointment and Authority
57
9.02.
Rights as a Lender
57
9.03.
Exculpatory Provisions
57
9.04.
Reliance by Administrative Agent
57
9.05.
Delegation of Duties
57
9.06.
Resignation of Administrative Agent
57
9.07.
Non-Reliance on Administrative Agent and Other Lenders
58
9.08.
No Other Duties, Etc
58
9.09.
Administrative Agent May File Proofs of Claim
58
9.10.
Collateral and Guaranty Matters
59
9.11.
Secured Cash Management Agreements and Secured Hedge Agreements
59
9.12.
Intercreditor Agreement.
59
ARTICLE X.
MISCELLANEOUS
60
10.01.
Amendment and Waivers.
60
10.02.
Notices; Effectiveness; Electronic Communication.
60
10.03.
No Waiver; Cumulative Remedies
61
10.04.
Expenses; Indemnity; Damage Waiver.
61
10.05.
Payments Set Aside
62
10.06.
Successors and Assigns.
62
10.07.
Treatment of Certain Information; Confidentiality
64
10.08.
Right of Setoff
64
10.09.
Interest Rate Limitation
64
10.10.
Counterparts; Integration; Effectiveness
64
10.11.
Survival of Representations and Warranties
64
10.12.
Severability
64
10.13.
Replacement of Lenders
65
10.14.
Governing Law; Jurisdiction; Etc.
65
10.15.
WAIVER OF JURY TRIAL
65
10.16.
Effectiveness.
65
10.17.
USA Patriot Act Notice
66
10.18.
Termination
66
10.19.
Additional Mandatory Prepayments
66
10.20.
ENTIRE AGREEMENT
67
10.21.
No Advisory or Fiduciary Responsibility
67
10.22.
Time of the Essence
67

 


5432462v.2 25690/684
 
 
 
 

Schedules and Exhibits
 
SCHEDULE 1.01(A)
NEXSTAR/MISSION AGREEMENTS
SCHEDULE 1.01(B)
PRO FORMA ADJUSTMENTS TO CONSOLIDATED OPERATING CASH FLOW
SCHEDULE 1.01(C)
DESCRIPTION OF PERMITTED REVOLVER REALLOCATION
SCHEDULE 2.01
COMMITMENTS
SCHEDULE 5.07
ERISA COMPLIANCE
SCHEDULE 5.09
OWNED AND LEASED REAL PROPERTIES
SCHEDULE 5.16
FCC LICENSES
SCHEDULE 5.17
SUBSIDIARIES
SCHEDULE 5.17(c)
FCC DISCLOSURE
SCHEDULE 5.21
NETWORK AFFILIATION AGREEMENTS
SCHEDULE 6.17(a)
STATIONS WITH TOWERS AND TRANSMITTERS
SCHEDULE 6.17(b)
PETTY CASH ACCOUNTS
SCHEDULE 7.02
LIENS IN EXISTENCE ON THE SECOND AMENDMENT EFFECTIVE DATE
SCHEDULE 7.05(l)
EXISTING INDEBTEDNESS ON THE SECOND AMENDMENT EFFECTIVE DATE
SCHEDULE 7.06
EXISTING AFFILIATE TRANSACTIONS ON THE SECOND AMENDMENT EFFECTIVE DATE
SCHEDULE 7.11
INVESTMENTS ON THE SECOND AMENDMENT EFFECTIVE DATE
SCHEDULE 8.01(a)
MISSION ENTITIES REPRESENTATIONS AND WARRANTIES
SCHEDULE 8.01(b)
MISSION ENTITIES COVENANTS
SCHEDULE 10.02
ADMINISTRATIVE AGENT'S OFFICE; CERTAIN ADDRESSES FOR NOTICES
SCHEDULE 10.06
PROCESSING AND RECORDATION FEES


EXHIBIT A
Form of Assignment and Assumption
EXHIBIT B
Form of Closing Certificate
EXHIBIT C
Form of Compliance Certificate
EXHIBIT D-1
Form of Confirmation Agreement for the Security Agreement
EXHIBIT D-2
Form of Confirmation Agreement for the Pledge and Security Agreement
EXHIBIT D-3
Form of Confirmation Agreement for the Nexstar Guaranty Agreement
EXHIBIT D-4
Form of Confirmation Agreement for the Nexstar Guaranty of Mission Obligations
EXHIBIT E
Form of Information Certificate
EXHIBIT F
Form of Revolving Loan Note
EXHIBIT G
Form of Revolving Loan Notice
EXHIBIT H
Form of Solvency Certificate
EXHIBIT I
Form of Term B Loan Note
EXHIBIT J
Form of Term B Loan Notice

 


5432462v.2 25690/684
 
 
 
 

 
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 1, 2005, is among NEXSTAR BROADCASTING, INC., a corporation organized under the Laws of the State of Delaware, NEXSTAR BROADCASTING GROUP, INC., a corporation organized under the Laws of the State of Delaware, certain of its Subsidiaries from time to time parties to this Agreement, the several banks and other financial institutions or entities from time to time parties hereto (the "Lenders"), BANK OF AMERICA, N.A., as the Administrative Agent for the Lenders, and UBS SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as the Co-Syndication Agents.
 
RECITALS
 
A.           The Borrower, the Ultimate Parent, the Subsidiaries of the Ultimate Parent, the Administrative Agent, and the several banks parties thereto entered into that certain Third Amended and Restated Credit Agreement, dated as of December 30, 2003 (as amended through the date hereof, the "Existing Nexstar Credit Agreement").
 
B.           The parties wish to amend and restate the Existing Nexstar Credit Agreement, which amendment and restatement is in extension and renewal, and not in extinguishment or novation, of the indebtedness outstanding under the Existing Nexstar Credit Agreement, as herein provided, it being acknowledged and agreed by the Borrower, the Ultimate Parent and the other Parent Guarantors that the Indebtedness under this Agreement constitutes an extension, renewal, increase and ratification of the outstanding indebtedness under the Existing Nexstar Credit Agreement, and that all Liens and Guaranty Agreements that secure the repayment of outstanding indebtedness under the Existing Nexstar Credit Agreement shall continue to secure Indebtedness under this Agreement.
 
In consideration of the mutual agreements, provisions and covenants contained herein, the parties agree that the Existing Nexstar Credit Agreement shall be and hereby is amended and restated in its entirety as follows:
 
ARTICLE I.
 

 
DEFINITIONS
 
1.01           Defined Terms.  All capitalized terms used and not otherwise defined in this Agreement, including in the Preamble hereto, shall have the meanings specified below:
 
"ABRY Fund" means ABRY L.P. II, ABRY L.P. III, ABRY L.P. IV, or any investment entity controlled by, controlling, or under common control with ABRY L.P. II, ABRY L.P. III and/or ABRY L.P. IV.
 
"ABRY L.P. II" means ABRY Broadcast Partners II, L.P., a limited partnership organized under the Laws of the State of Delaware.

"ABRY L.P. III" means ABRY Broadcast Partners III, L.P., a limited partnership organized under the Laws of the State of Delaware.
 
"ABRY L.P. IV" means ABRY Partners IV, L.P., a limited partnership organized under the Laws of the State of Delaware.
 
"Acquisition" means, with respect to any Person, the occurrence of any of the following specified events:  (i) any transaction or series of transactions for the purpose of, or resulting in, directly or indirectly, any of the following (including without limitation, any such transaction or transactions in connection with a like-kind exchange or otherwise): (a) the acquisition by such Person of all or substantially all of the assets of another Person, or of any business or division of another Person, or any television broadcasting station, (b) the acquisition by such Person of more than 50% of any class of Capital Stock (or similar ownership interests) of any other Person, (c) a merger, consolidation, amalgamation, or other combination by such Person with another Person or (ii) the entering into of any Local Marketing Agreement, Joint Sales Agreement and/or Shared Services Agreement, or other similar agreement by such Person.  The terms "Acquire," "Acquired" and "Acquisition of" shall have correlative meanings.
 
"Additional Security Documents" has the meaning specified in Section 6.16(a).
 
"Adjusted Current Liabilities" means for any Person on any date of determination, current liabilities of such Person on such date minus the sum of (a) the current portion of any long-term Indebtedness (including, without limitation, the current portion of any Capital Lease Obligations) of such Person on such date, plus (b) deferred income tax liabilities of such Person on such date.
 
"Adjusted Working Capital" means for any Person on any date of determination, (a) the current assets of such Person on such date, minus (b) the sum of (i) cash and Cash Equivalents of such Person on such date, plus (ii) the Adjusted Current Liabilities of such Person on such date, in each case as determined on a consolidated basis.
 
"Administrative Agent" means Bank of America, N.A. in its capacity as Administrative Agent for the Lenders hereunder, and any successor to such agent.
 
"Administrative Agent's Office" means the Administrative Agent's address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account of the Administrative Agent as the Administrative Agent may from time to time notify to the Borrower and the Lenders.
 
"Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.
 
"Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
 
"Agents" means the Administrative Agent and the Co-Syndication Agents.
 

 


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"Aggregate Available Revolving Commitment" means the sum of the Available Revolving Commitments of all Lenders.
 
"Aggregate Combined Revolving Commitment" means the Aggregate Revolving Commitment.
 
"Aggregate Outstanding Term B Loan Balance" means the sum of the aggregate outstanding principal balances of all Term B Loans, as such amount may be adjusted from time to time pursuant to this Agreement.
 
"Aggregate Revolving Commitment" means the sum of the Revolving Commitments of all of the Lenders, in the amount of $82,500,000 as of the Second Amendment Effective Date, as such amount may be reduced from time to time pursuant to this Agreement.1
 
"Agreement" means this Fourth Amended and Restated Credit Agreement, including the Schedules and Exhibits hereto, as the same may be amended, modified, restated, supplemented, renewed, extended, increased, rearranged and/or substituted from time to time.
 
"Anticipated Reinvestment Amount" [Intentionally Deleted].
 
"Applicable Law" means (a) in respect of any Person, all provisions of Laws applicable to such Person, and all orders and decrees of all courts and determinations of arbitrators applicable to such Person and (b) in respect of contracts made or performed in the State of Texas, "Applicable Law" shall also mean the Laws of the United States of America, including, without limiting the foregoing, 12 USC Sections 85 and 86, as amended to the date hereof and as the same may be amended at any time and from time to time hereafter, and any other statute of the United States of America now or at any time hereafter prescribing the maximum rates of interest on loans and extensions of credit, and the Laws of the State of Texas, including, without limitation, Chapter 303 of the Texas Finance Code, as amended, and any other statute of the State of Texas now or at any time hereafter prescribing maximum rates of interest on loans and extensions of credit; provided that the parties hereto agree pursuant to Texas Finance Code Section 346.004 that the provisions of Chapter 346 of the Texas Finance Code, shall not apply to Loans, the Letters of Credit, this Agreement, the Notes or any other Loan Documents.
 
"Applicable Margin" means
 
(i)           with respect to Loans which are Eurodollar Loans, a rate per annum equal to 4.00%; and
 
(ii)           with respect to Loans which are Base Rate Loans, a rate per annum equal to 3.00%.
 


 
1 The Aggregate Revolving Commitment was previously reallocated  -- thus when added to the Mission Aggregate Revolving Commitment, the total amount will remain unchanged.
 

 


5432462v.2 25690/684
 
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"Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
 
"Assignee Group" means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
 
"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.
 
"Audited Financial Statements" means the audited consolidated balance sheet of the Ultimate Parent and its consolidated Subsidiaries for the Fiscal Year ended December 31, 2004, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such Fiscal Year of the Ultimate Parent and its consolidated Subsidiaries, including the notes thereto.
 
"Authorization" means any filing, recording and registration with, and any validation or exemption, approval, order, authorization, consent, License, certificate, franchise and permit from, any Governmental Authority, including, without limitation, FCC Licenses.
 
"Available Revolving Commitment" means, at any time as to any Lender, an amount equal to the excess, if any, of (i) the amount of the Revolving Commitment of such Lender at such time, over (ii) the sum of the outstanding principal balances of all Revolving Loans of such Lender plus the sum of all participations of such Lender in L/C Obligations at such time.
 
"Bank of America" means Bank of America, N.A., a national banking association.
 
"Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. Sec. 101, et seq.).
 
"Base Rate" means for any day a fluctuating rate per annum equal to the highest of (a) the sum of 1/2 of 1% plus the Federal Funds Rate for such day, (b) the Prime Rate for such day and (c) the sum of (i) 1.00% plus (ii) the Eurodollar Rate (for an Interest Period of one month, determined in accordance with subsection (b) of the definition of Eurodollar Base Rate).
 
"Base Rate Loan" means any Loan that bears an interest rate based on the Base Rate.
 
"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities and Exchange Act of 1934, as amended.
 
"Board of Directors" means, as to any Person, either (a) the board of directors of such Person (or, in the case of any Person that is a limited liability company, the managers of such Person) or (b) any duly authorized committee thereof.
 

 


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"Board Resolution" means, as to any Person, a copy of a resolution of such Person certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by requisite action of the Board of Directors of such Person and to be in full force and effect on the date of such certification.
 
"Borrower" means Nexstar Broadcasting, Inc., a Delaware corporation.
 
"Borrowing" has the meaning specified in Section 1.04.
 
"Borrowing Date" means, in relation to any Loan, the date of the borrowing of such Loan as specified in the Revolving Loan Notice or Term B Loan Notice, as applicable.
 
"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in Dallas, Texas or, New York City are authorized or required by Law to close and, if such term is used in relation to any Eurodollar Loan or the Interest Period therefor, on such day dealings are carried on by and between banks in Dollar deposits in the applicable interbank market.
 
"Capital Expenditures" means, for any period and with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries with respect to such period which should be capitalized according to GAAP on a consolidated balance sheet of such Person and its Subsidiaries, including all expenditures with respect to fixed or capital assets which should be so capitalized and, without duplication, the amount of all Capital Lease Obligations incurred during such period; it being understood that "Capital Expenditures" shall not include, without duplication, non-cash payments and payments made or accrued in respect of Film Obligations or Consolidation Expenses.
 
"Capital Lease" has the meaning specified in the definition of "Capital Lease Obligations".
 
"Capital Lease Obligations" means, with respect to any Person, all monetary obligations of such Person under any leasing or similar arrangement which, in accordance with GAAP, is classified as a capital lease (a "Capital Lease").
 
"Capital Stock" means (i) any capital stock, partnership, membership, joint venture or other ownership or equity interest, participation or securities (whether voting or non-voting, whether preferred, common or otherwise, and including any stock appreciation, contingent interest or similar right) and (ii) any option, warrant, security or other right (including debt securities or other evidence of Indebtedness) directly or indirectly convertible into or exercisable or exchangeable for, or otherwise to acquire directly or indirectly, any capital stock, partnership, membership, joint venture or other ownership or equity interest, participation or security described in clause (i) above.
 
Cash Collateral Account” means a blocked, non-interest bearing deposit account of one or more of the Credit Parties at Bank of America in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.
 

 


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"Cash Collateralize" with respect to any Person, means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances of such Person pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders) ("Cash Collateral").  Derivatives of such term shall have corresponding meanings.  The Borrower hereby grants to the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, a security interest in all such cash and deposit account balances of the Borrower.  Cash Collateral shall be invested in Cash Equivalents of a tenor satisfactory to the Administrative Agent and as instructed by the Borrower, which Cash Equivalents shall be held in the name of the Borrower and under the control of the Administrative Agent in a manner satisfactory to the Administrative Agent.
 
"Cash Equivalents" means any or all of the following: (i) obligations of, or guaranteed as to interest and principal by, the United States government maturing within one year after the date on which such obligations are purchased; (ii) open market commercial paper of any corporation (other than any Nexstar Entity, other Credit Party or any Affiliate of any Nexstar Entity or other Credit Party) incorporated under the Laws of the United States or any State thereof or the District of Columbia rated P-1 or its equivalent by Moody's or A-1 or its equivalent or higher by S&P; (iii) time deposits or certificates of deposit maturing within one year after the issuance thereof issued by commercial banks organized under the Laws of any country which is a member of the OECD and having a combined capital and surplus in excess of $250,000,000 or which is a Lender or Brown Brothers Harriman & Co.; (iv) repurchase agreements with respect to securities described in clause (i) above entered into with an office of a bank or trust company meeting the criteria specified in clause (iii); and (v) money market funds investing only in investments described in clauses (i) through (iv).
 
"Cash Management Agreement" means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.
 
"Cash Management Bank" means Bank of America and its Affiliates and any other Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement.
 
CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.
 
CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.
 
"Change in Law" means the occurrence, after the date of this Agreement, of any of the following:  (a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.
 

 


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"Change of Control" means any of the following:
 
(i)           the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person, other than a Principal, becomes the Beneficial Owner, directly or indirectly, of more than 35% of the Voting Stock of the Ultimate Parent, measured by voting power rather than number of shares;
 
(ii)           a majority of the Board of Directors of the Ultimate Parent shall cease to be Continuing Directors;
 
(iii)           at any time during the first 18 months after the consummation of the Initial Public Offering, the Principals, taken together, shall cease to directly or indirectly own and hold at least 35% on a fully diluted basis of the Voting Stock of the Ultimate Parent, measured by voting power rather than number of shares;
 
(iv)           the Ultimate Parent shall cease to own, directly or indirectly, 100% on a fully diluted basis of the Capital Stock of Nexstar Finance Holdings; or
 
(v)           Nexstar Finance Holdings shall cease to own 100% on a fully diluted basis of the Capital Stock of the Borrower.
 
"Charter Documents" means, with respect to any Person, (i) the articles or certificate of formation, incorporation or organization (or the equivalent organizational documents) of such Person, (ii) the bylaws, partnership agreement, limited liability company agreement or regulations (or the equivalent governing documents) of such Person and (iii) each document setting forth the designation, amount and relative rights, limitations and preferences of any class or series of such Person's Capital Stock or of any rights in respect of such Person's Capital Stock, and any shareholder or stockholder agreement or other like agreement or arrangement to which such Person is a party or by which it is bound and, with respect to the Nexstar Entities, the term "Charter Documents" shall include the Nexstar Stockholders Agreement.
 
"Class" has the meaning specified in Section 1.04.
 
"Closing Certificate" means a Closing Certificate substantially in the form of Exhibit B.
 
"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.
 
"Collateral" means the Pledged Collateral, the Security Agreement Collateral and the Mortgaged Properties, and any other property or assets of any Credit Party subject to a Lien to secure all or any portion of the Obligations.
 
"Collateral Agent" means the Administrative Agent acting as collateral agent pursuant to the Security Documents (or any other Collateral Agent specifically permitted under the terms hereof, provided that no such other "Collateral Agent" shall be considered a "Collateral Agent" for the purposes of Section 10.01).
 

 


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"Commitment" means, for each Lender, its Revolving Commitment.
 
"Communications Act" has the meaning specified in Section 5.17.
 
"Compliance Certificate" means, as to any Person, a certificate of such Person executed on its behalf by the Chief Executive Officer, President, Chief Financial Officer or Vice President of such Person, substantially in the form of Exhibit C, with such changes as acceptable to the Administrative Agent.
 
"Confirmation Agreements" means (i) a First Amendment and Confirmation Agreement for the Security Agreement, substantially in the form of Exhibit D-1, (ii) a First Amendment and Confirmation Agreement for the Pledge and Security Agreement, substantially in the form of Exhibit D-2, (iii) a First Amendment and Confirmation Agreement for the Nexstar Guaranty Agreement, substantially in the form of Exhibit D-3 and (iv) a First Amendment and Confirmation Agreement for the Nexstar Guaranty of Mission Obligations, substantially in the form of Exhibit D-4.
 
"Consolidated Amortization Expense" means, for any period, for any Person, the consolidated amortization expense (including amortization of Film Obligations and goodwill) of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.
 
"Consolidated Cash Interest Expense" means, for any period, for any Person, Consolidated Interest Expense for such Person for such period, but excluding to the extent otherwise included therein, (i) interest expense to the extent not payable in cash (e.g., interest or dividends on securities which must (or may, at the election of such Person or any of its Subsidiaries) be paid in additional securities, imputed interest, amortization of original issue discount and/or by an addition to the accreted value thereof, or non-cash accounting adjustments relating to derivatives transactions or contracts) during such period, (ii) amortization of discount during such period, and (iii) deferred financing costs during such period.
 
"Consolidated Depreciation Expense" means, for any period, for any Person, the depreciation expense of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.
 
"Consolidated Fixed Charge Coverage Ratio" means, on any date, the ratio of (a) Consolidated Operating Cash Flow of the Borrower and it Subsidiaries for the applicable Measurement Period to (b) the sum of (without duplication) (i) Consolidated Cash Interest Expense of the Ultimate Parent and it Subsidiaries, plus (ii) all scheduled principal payments on Indebtedness of the Ultimate Parent and its Subsidiaries on a consolidated basis, excluding with respect to this subsection (ii) only, the payment of principal of the Loans due on their respective Maturity Dates, plus (iii) Capital Expenditures of the Ultimate Parent and it Subsidiaries, plus (iv) accrued current income tax expense for the Ultimate Parent and its Subsidiaries (other than any such expense paid or payable during such period with respect to extraordinary gains) on a consolidated basis, in each case for the Measurement Period relating to such date.
 

 


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"Consolidated Interest Coverage Ratio" means, on any date, the ratio of (i) Consolidated Operating Cash Flow of the Borrower and its Subsidiaries for the Measurement Period relating to such date to (ii) the Consolidated Cash Interest Expense of the Ultimate Parent and its Subsidiaries for such Measurement Period.
 
"Consolidated Interest Expense" means, for any period, for any Person, the interest expense of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, including, without duplication, total interest expense for such period (including interest attributable to Capital Leases) with respect to all outstanding Indebtedness of such Person and its Subsidiaries, capitalized interest and all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, as such amounts may be increased or decreased by the net income (or loss) from Interest Rate Protection Agreements of such Person for such period.
 
"Consolidated Net Income" means, for any period, for any Person, the net income (or loss) of such Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded, without duplication, (i) income of any Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person, except to the extent of the amount of any dividends or other distributions actually paid by a Subsidiary which is not a Wholly-Owned Subsidiary to the Borrower or any Wholly-Owned Subsidiary of the Borrower during such period, (ii) income of any other Person accrued prior to the date (A) any such other Person becomes a Subsidiary of the Person whose net income is being determined, (B) any such other Person is merged into such Person whose net income is being determined or any Subsidiary of such Person whose net income is being determined or (C) the assets of any such other Person are acquired by the Person whose net income is being determined or by any Subsidiary of such Person whose net income is being determined, (iii) the income of any Subsidiary of such Person during such period to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of such income is not at the time permitted by operation of the terms of its Charter Documents or any other agreement binding on such Subsidiary or any Requirement of Law applicable to such Subsidiary or such Person or any of its other Subsidiaries, (iv) any after-tax gains and after-tax losses attributable to extraordinary and non-recurring items, including Recovery Events, Extraordinary Receipts and Dispositions outside the ordinary course of business and any after-tax gains on pension reversions received by such Person or its Subsidiaries, and (v) to the extent included in calculating such net income, non-cash revenue and non-cash expenses earned or incurred by such Person or any of its Subsidiaries.
 
"Consolidated Operating Cash Flow" means, for any period, for any Person,
 
(a)            Consolidated Net Income of such Person for such period, plus
 
(b)            (to the extent deducted in calculating such Consolidated Net Income) the sum of, without duplication, (i) Consolidated Depreciation Expense, (ii) Consolidated Amortization Expense, (iii) Consolidated Interest Expense, (iv) income tax expense for such Person and its Subsidiaries (other than any such expense with respect to extraordinary gains), (v) recurring and non-recurring non-cash losses and expenses (determined on a consolidated basis), and (vi) fees and expenses incurred in connection with the Second Amendment and paid in cash in the third
 

 


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and fourth quarter of fiscal 2009, including fees and expenses of advisors and legal counsel, and the costs incurred in connection with the requirements under the Loan Documents with respect to the Collateral, in each case only to the extent that such fees and expenses are treated as operating expenses and, less
 
(c)            the sum of (i) Film Cash Payments becoming due and payable during such period, and (ii) (to the extent included in calculating such Consolidated Net Income) non-cash revenues, in each case (notwithstanding clause (ii) of the proviso in the definition of "Consolidated Net Income") calculated, if applicable, on a Pro Forma Basis (except for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and the Consolidated Interest Coverage Ratio) after giving effect to (A) any sale or Disposition of any Station as if the same were consummated or became effective on the first day of such period and (B) subject to the provisos set forth below, any Local Marketing Agreement, Joint Sales Agreement and/or Shared Services Agreement, as if the same were consummated or became effective on the first day of such period, each as determined on a consolidated basis in accordance with GAAP after eliminating all intercompany items;
 
provided that
 
(1)            in the case of any Local Marketing Agreement, Joint Sales Agreement and/or Shared Services Agreement,
 
(x)            Consolidated Operating Cash Flow shall reflect adjustments thereto for anticipated changes in network compensation for such period to be effected within 120 days after the entering into of any such Local Marketing Agreement, Joint Sales Agreement and/or Shared Services Agreement, commissions for national representatives and other items of revenue or expense (including as the result of a reduction in the number of employees within 120 days after the date of entering into any such Local Marketing Agreement, Joint Sales Agreement and/or Shared Services Agreement), in each case as may be satisfactory to the Administrative Agent and
 
(y)            notwithstanding the foregoing or anything else in this Agreement to the contrary only net amounts receivable that are subject to no contingency with respect to any such Local Marketing Agreement, Joint Sales Agreement and/or Shared Services Agreement may be treated on a Pro Forma Basis in calculating Consolidated Operating Cash Flow; and
 
(2)            Consolidated Operating Cash Flow shall also reflect the adjustments thereto set forth on Schedule 1.01(B); and
 
(3)            notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall (A) any gain realized by the Borrower or any Subsidiary as a result of the purchase, forgiveness or other cancellation of any Indebtedness of the Borrower or any Subsidiary for less than the face value of such Indebtedness be included in Consolidated Operating Cash Flow and (B) any cash flow or net income attributable to any Subsidiary of the Borrower that is not a Wholly-Owned Subsidiary be included in the calculation of Consolidated Operating Cash Flow of the Borrower.
 
"Consolidated Senior Leverage Ratio" means, on any date, the ratio of
 
(a)           the amount of Consolidated Total Debt of the Borrower and its Subsidiaries on such date
 
minus, to the extent included in Consolidated Total Debt, the sum of the outstanding face amount of (i) the 7% Senior Subordinated Notes issued by Borrower on December 30, 2003, and due 2014, plus (ii) the 12% Senior Subordinated PIK Notes due 2014 issued by Borrower, plus (iii)  any Subordinated Notes issued in accordance with the terms of Section 7.05; to
 
(b)           the Consolidated Operating Cash Flow of the Borrower and its Subsidiaries for the applicable Measurement Period relating to such date.
 
"Consolidated Total Debt" means, for any Person on any date, the Indebtedness of such Person and its Subsidiaries on such date, determined on a consolidated basis in accordance with GAAP.  Consolidated Total Debt shall be calculated on such date giving effect to all transactions (and all resulting borrowings and other consequences) consummated or to be consummated on such date.
 
"Consolidated Total Leverage Ratio" means, on any date, the ratio of
 
(a)           the sum of (i) the Consolidated Total Debt of the Borrower and its Subsidiaries on such date minus the sum of outstanding principal amount of any Unsecured Notes that meet each of the following characteristics:  (A) the Indebtedness under such Unsecured Note matures after the latest maturity date of the Loans, (B) such Indebtedness is subject to payment-in kind interest payments and requires no cash interest or other payment, but in each case only (1) for so long as such interest payments are payment-in-kind under the documentation of any such Unsecured Notes as it exists on the Second Amendment Effective Date (all extensions, refinancings, refundings, renewals and increases of any such Indebtedness, or extensions or renewals of payment-in-kind features of such Indebtedness shall NOT meet this requirement) and (2) until such Indebtedness begins accruing interest that will require any cash payment, and (ii) all Indebtedness of Nexstar Finance Holdings requiring interest and/or principal payments in cash on or before such date to
 
(b)           the Consolidated Operating Cash Flow of the Borrower and its Subsidiaries for the applicable Measurement Period relating to such date.
 
"Consolidation Expenses" means, for any period and with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries on a consolidated basis during such period related to the consolidation of Stations.
 
"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Ultimate Parent who (i) was a member of such Board of Directors or similar governing persons of the Ultimate Parent on the Effective Date; (ii) was nominated for election or elected to such Board of Directors with approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; or (iii) was nominated by one or more Principals owning at least 20% of the Voting Stock (measured by voting power rather than the number of shares) of the Ultimate Parent at the time of such nomination.
 
"Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, lease, loan agreement, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its property is bound.
 
"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  "Controlling" and "Controlled" have meanings correlative thereto.
 
"Co-Syndication Agents" means UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their capacity as Co-Syndication Agents for the Lenders hereunder, and any successor to such agents.
 
"Credit Event" means the making of any Loan or the issuance of any Letter of Credit.
 
"Credit Parties" means the collective reference to the Parent Guarantors (including but not limited to Nexstar Finance Holdings), the Borrower, the Subsidiary Guarantors, the Mission Entities and any other Person hereafter executing and delivering a Security Document or a Guaranty Agreement or any equivalent document for the benefit of the Administrative Agent and/or any Lender; provided that David S. Smith will not be deemed to be a Credit Party.
 
"Debtor Relief Laws" means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
 
"Default" means any event or circumstance that constitutes an Event of Default or that, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default.
 
"Default Rate" means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin plus 2% per annum.
 

 


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"Defaulting Lender" means any Mission Defaulting Lender or any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of the Loans or participations in L/C Obligations required to be funded by it hereunder within one Business Day after the date required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent or the L/C Issuer in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements generally in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding L/C Obligations, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day after the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.
 
"Disposition" means the direct or indirect sale, assignment, lease (as lessor), transfer, conveyance or other disposition (including, without limitation, dispositions of or pursuant to Local Marketing Agreements, Joint Sales Agreement or Shared Services Agreements or pursuant to Sale and Leaseback Transactions), in a single transaction or a series of related transactions, by any Nexstar Entity to any Person (other than the Borrower or any Wholly-Owned Subsidiary of the Borrower) of any assets or property of any Nexstar Entity; provided that in any event the term "Disposition" shall mean and include sales, assignments, leases (as lessor), transfers, conveyances or other dispositions (including, without limitation, pursuant to Local Marketing Agreements, Joint Sales Agreements or Shared Services Agreements) of principal divisions, or lines of business of, any Nexstar Entity including, without limitation, any Station of any Nexstar Entity or the Capital Stock of any Subsidiary of any Nexstar Entity.  The terms "Dispose" and "Disposed of" shall have correlative meanings.
 
"Disqualified Stock" means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), at the option of the holder thereof or upon the happening of any event, matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, or is redeemable, at the option of the holder thereof, in whole or in part.
 
"Dividend" means, with respect to any Person, that such Person has authorized, declared or paid a dividend or returned any equity capital to holders of its Capital Stock as such or made any other distribution, payment or delivery of property or cash to holders of its Capital Stock as such.
 
"Dollars" and "$" each mean lawful money of the United States.
 
"Domestic Lending Office" shall have the meaning specified in the definition of "Lending Office".
 
"Effective Date" has the meaning specified in Section 10.16.
 
"Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent and the L/C Issuer, and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall not include the Borrower or any of the Borrower's Affiliates or Subsidiaries.
 
Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
 
Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Credit Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
 
"ERISA" means the Employee Retirement Income Security Act of 1974, and the rules and regulations promulgated thereunder as from time to time in effect.
 
"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with any Nexstar Entity within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) for purposes of provisions relating to Sections 412, 414(t)(2) and 4971 of the Code).
 
"ERISA Event" means (i) a Reportable Event with respect to a Pension Plan or a Multiemployer Plan which could reasonably be expected to result in a material liability to any Nexstar Entity; (ii) a withdrawal by any Nexstar Entity or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA where such withdrawal or cessation could reasonably be expected to result in a material liability to any Nexstar Entity; (iii) a complete or partial withdrawal by any Nexstar Entity or any ERISA Affiliate from a Multiemployer Plan which could reasonably be expected to result in a material liability to any Nexstar Entity or notification that a Multiemployer Plan is insolvent or in reorganization; (iv) the filing of a notice of intent to terminate other than under a standard termination pursuant to Section 4041(b) of ERISA where such standard termination or the process of affecting such standard termination will not result in a material liability to any Nexstar Entity or an ERISA Affiliate, the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (v) a failure by any Nexstar Entity or any ERISA Affiliate to make required contributions to a Pension Plan, Multiemployer Plan or other Plan subject to Section 412 of the Code; (vi) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (vii) the imposition of any material liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Nexstar Entity or any ERISA Affiliate; or (viii) an application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code with respect to any Plan.
 
"Eurodollar Base Rate" means:
 
(a)           For any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (“BBA LIBOR”), at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period; provided that, for an Interest Period of less than three months, if the Eurodollar Base Rate would, but for the application of this proviso, be less than the Eurodollar Base Rate for an Interest Period of three months, the Eurodollar Base Rate shall be the Eurodollar Base Rate for an Interest Period of three months.
 
(b)           For any interest rate calculation with respect to a Base Rate Loan, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time on the date of determination (provided that if such day is not a Business Day in London, the next preceding London Business Day) for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made, continued or converted by Bank of America and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.
 

 


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"Eurodollar Loan" means any Loan that bears interest rate computed on the basis of the Eurodollar Rate.
 
"Eurodollar Rate" means for any Interest Period with respect to any Eurodollar Loan, a rate per annum equal to the greater of (a) 1.00% and (b) the rate determined by the Administrative Agent pursuant to the following formula:
 
Eurodollar Rate  =
               Eurodollar Base Rate                                                       
1.00 – Eurodollar Reserve Percentage
 
"Eurodollar Reserve Percentage" means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities").  The Eurodollar Rate for each outstanding Eurodollar Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.
 
"Event of Default" means any of the events or circumstances specified in Section 8.01.
 
"Excess Cash Flow" means for any Person for any period,
 
(a)            the sum for such period of (i) Consolidated Net Income; plus (ii) Consolidated Amortization Expense and Consolidated Depreciation Expense, in each case to the extent deducted in determining such Consolidated Net Income; plus (iii) non-cash charges, to the extent deducted in determining such Consolidated Net Income;
 
less (to the extent not already deducted in determining Consolidated Net Income);
 
(b)            the sum for such period of (i) Capital Expenditures of such Person and its consolidated Subsidiaries and payments becoming due and payable during such period by such Person and its consolidated Subsidiaries in respect of Film Obligations; plus (ii) Consolidation Expenses of such Person for such period; plus (iii) (A) Adjusted Working Capital of such Person as determined on the last day of such period minus (B) Adjusted Working Capital of such Person as determined on the first day of such period; plus (iv) regularly scheduled payments of principal and voluntary prepayments of principal of (x) Term B Loans, (y) to the extent accompanied by a Commitment reduction, Revolving Loans and (z) other Indebtedness, by such Person and its consolidated Subsidiaries, to the extent not prohibited hereunder; plus (v) all non-cash revenues and gains, to the extent included in determining such Consolidated Net Income; plus (vi) gains realized in respect of Dispositions, to the extent included in determining such Consolidated Net Income.
 
"Excluded Proceeds" means none.
 
"Excluded Taxes" means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender's failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a).
 
"Existing Nexstar Credit Agreement" has the meaning specified in Recital A.
 
"Extraordinary Receipt" means any cash received by or paid to or for the account of any Person not in the ordinary course of business (net of any taxes paid or payable as a result of the receipt of such cash (or reasonably and in good faith reserved for the payment of any such taxes after taking into account all available credits and deductions)), including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments, provided that any amounts deducted from Extraordinary Receipts that are not immediately due and payable shall be delivered to the Administrative Agent to be held as collateral in accordance with the terms of Section 10.19(l).
 
"Facility Percentage" means, as to any Lender at any time, the quotient (expressed as a percentage) of (i) the sum of (A) such Lender's Revolving Commitment (as in effect at such time) or, if such Revolving Commitment has been terminated in full, such Lender's outstanding Revolving Loans and participations in L/C Obligations (or, without duplication, obligations held by the L/C Issuer in respect of L/C Obligations, in the case of the L/C Issuer), plus (B) such Lender's outstanding Term B Loans, divided by (ii) the sum of (A) the Aggregate Revolving Commitment (as in effect at such time) or, if the Aggregate Revolving Commitment has been terminated in full, the aggregate principal amount of outstanding Revolving Loans and L/C Obligations, plus (B) the Aggregate Outstanding Term B Loan Balance.
 
"FCC" means the Federal Communications Commission.
 
"FCC License" has the meaning specified in Section 5.17.
 
"Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.
 
"Federal Reserve Board" means the Board of Governors of the Federal Reserve System or any successor thereto.
 
"Fee Letters" means (i) the letter agreement, dated March 15, 2005, among the Borrower, the Mission Borrower, the Administrative Agent and BAS, (ii) the letter agreement, dated March 15, 2005, among the Borrower, the Mission Borrower, the Administrative Agent, the Joint Lead Arrangers, the Joint Book Managers, UBS Loan Finance LLC and Merrill Lynch Capital Corporation, and (iii) any other fee letter entered into by the Borrower any Agent, Joint Lead Arranger, Joint Book Manager or Lender in connection with this Agreement.
 
"Film Cash Payments" means, for any period for any Person, the sum (determined on a consolidated basis and without duplication) of all payments by such Person and its Subsidiaries becoming due and payable during such period in respect of Film Obligations; provided that amounts applied to the prepayment of Film Obligations owing under Prepayable Film Contracts shall not be deemed to be Film Cash Payments.
 
"Film Obligations" means obligations in respect of the purchase, use, license or acquisition of programs, programming materials, films, and similar assets used in connection with the business and operations of the Borrower and its Subsidiaries.
 
"Fiscal Quarter" means each of the following quarterly periods: (i) January 1 of each calendar year through and including March 31 of such calendar year, (ii) April 1 of each calendar year through and including June 30 of such calendar year, (iii) July 1 of each calendar year through and including September 30 of such calendar year and (iv) October 1 through and including December 31 of such calendar year.
 
"Fiscal Year" means a calendar year.
 
"Foreign Lender" means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
 
"Former Major Network Affiliate" at any time means any Station that, at such time, is not subject to a Network Affiliation Agreement with a Major Television Network, if either (i) such Station is subject to a Network Affiliation Agreement with a Major Television Network on the Effective Date, or (ii) if such Station is not a Station on the Effective Date, then such Station was subject to a Network Affiliation Agreement with a Major Television Network on the date it became a Station; provided that, for purposes of this definition and Section 8.01(p), two or more Stations that substantially simulcast the same programming will be deemed to be a single Station so long as they do so.
 
"Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
 
"GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
 
"Governmental Authority" means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
 
 


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"Granting Lender" has the meaning specified in Section 10.06(h).
 
"Guarantor" means each Credit Party which is a party to a Guaranty Agreement.
 
"Guaranty Agreements" means the Nexstar Guaranty Agreement, the Mission Guaranty of Nexstar Obligations, the Nexstar Guaranty of Mission Obligations, each Guaranty Supplement to each of the foregoing and any other agreement executed and delivered to the Administrative Agent guaranteeing any of the Obligations, and any and all amendments, modifications, restatements, extensions, increases, rearrangements and/or substitutions of any of the foregoing.
 
"Guaranty Obligation" means, as applied to any Person, any direct or indirect liability of that Person with respect to any Indebtedness, lease, dividend, letter of credit or other obligation (the "primary obligations") of another Person (the "primary obligor"), including any obligation of that Person, whether or not contingent, without duplication (i) to purchase, repurchase or otherwise acquire such primary obligations or any property constituting direct or indirect security therefor; (ii) to advance or provide funds (x) for the payment or discharge of any such primary obligation, or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor; (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; or (iv) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof; in each case, including arrangements ("non-recourse guaranty arrangements") wherein the rights and remedies of the holder of the primary obligation are limited to repossession or sale of certain property of such Person.  The amount of any Guaranty Obligation shall be deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made (or if less, the stated or determinable amount of such Guaranty Obligation) or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof; provided that the amount of any non-recourse guaranty arrangement shall not be deemed to exceed the fair value of the property which may be repossessed or sold by the holder of the primary obligation in question.
 
"Guaranty Supplements" means each of the Guaranty Supplements which are attached to the Guaranty Agreements as Annex A thereto.
 
Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
 
"Hedge Bank" means (a) any Person that, at the time it entered into an Interest Rate Protection Agreement permitted under Article VII, was a Lender or an Affiliate of a Lender and (b) the Administrative Agent and each of its Affiliates party to an Interest Rate Protection Agreement, in its capacity as a party to such Interest Rate Protection Agreement.
 
"Highest Lawful Rate" means at the particular time in question the maximum rate of interest which, under Applicable Law, any Lender is then permitted to charge on the Obligations.  If the maximum rate of interest which, under Applicable Law, any Lender is permitted to charge on the Obligations shall change after the date hereof, the Highest Lawful Rate shall be automatically increased or decreased, as the case may be, from time to time as of the effective time of each change in the Highest Lawful Rate without notice to the Borrower.  For purposes of determining the Highest Lawful Rate under Texas Law (if applicable), on each day, if any, that Chapter 303 of the Texas Finance Code, as amended, establishes the Highest Lawful Rate, such rate shall be the weekly ceiling computed in accordance with Section 303.003 of the Texas Finance Code, as amended, for that day.
 
"Holders" means the requisite holders of any of the Senior Second Lien Secured Notes or Subordinated Notes, as applicable, of any class or type, or the trustee of any indenture executed in connection with such Senior Second Lien Secured Notes or Subordinated Notes, as applicable, in each case as applicable such that such holders or trustee is authorized to act on behalf of all such holders of the Senior Second Lien Secured Notes or Subordinated Notes of such class or type.
 
"Honor Date" has the meaning specified in Section 2.03(c)(i).
 
"Impacted Lender" means a Defaulting Lender, a Mission Impacted Lender or a Lender as to which (a) the L/C Issuer or the Administrative Agent has a good faith belief that the Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (b) an entity that Controls the Lender has been deemed insolvent or become subject to a bankruptcy or other similar proceeding.
 
"Incremental Facility" [Intentionally Deleted].
 
"Incremental Revolving Commitments" [Intentionally Deleted].
 
"Incremental Revolving Lenders" [Intentionally Deleted].
 
"Incremental Revolving Loans" [Intentionally Deleted].
 
"Indebtedness" of any Person means, without duplication, (i) all indebtedness for borrowed money; (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than (x) trade payables entered into in the ordinary course of business pursuant to ordinary terms and (y) ordinary course purchase price adjustments); (iii) all reimbursement or payment obligations with respect to letters of credit or non-contingent reimbursement or payment obligations with respect to bankers' acceptances, surety bonds and similar documents; (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (v) all indebtedness created or arising under any conditional sale or other title retention agreement or sales of accounts receivable, in any such case with respect to property acquired by the Person (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property); (vi) all Capital Lease Obligations; (vii) all net obligations with respect to Interest Rate Protection Agreements; (viii) Disqualified Stock; (ix) all indebtedness referred to in clauses (i) through (viii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (in which event the amount thereof shall not be deemed to exceed the fair value of such property); and (x) all Guaranty Obligations in respect of obligations of the kinds referred to in clauses (i) through (ix) above.
 
"Indemnified Taxes" means Taxes other than Excluded Taxes.
 
"Indemnitee" has the meaning specified in Section 10.04(b).
 
"Information" has the meaning specified in Section 10.07.
 
"Information Certificate" means a certificate of the Borrower executed on the Borrower's behalf by a Responsible Officer of the Borrower, substantially in the form of Exhibit E.
 
"Initial Borrowing Date" means the date, occurring on the Effective Date, on which the initial Credit Event occurs.
 
"Initial Excess Cash Flow" means for any Person for any period,
 
(a)            the sum for such period of (i) Consolidated Net Income; plus (ii) Consolidated Amortization Expense and Consolidated Depreciation Expense, in each case to the extent deducted in determining such Consolidated Net Income; plus (iii) non-cash charges, to the extent deducted in determining such Consolidated Net Income; less (to the extent not already deducted in determining Consolidated Net Income);
 
(b)            the sum for such period of (i) Capital Expenditures of such Person and its consolidated Subsidiaries and payments becoming due and payable during such period by such Person and its consolidated Subsidiaries in respect of Film Obligations; plus (ii) Consolidation Expenses of such Person for such period; plus (iii) (A) Adjusted Working Capital of such Person as determined on the last day of such period minus (B) Adjusted Working Capital of such Person as determined on the first day of such period; plus (iv) regularly scheduled payments of principal and voluntary prepayments of principal of (x) Term B Loans, (y) to the extent accompanied by a Commitment reduction, Revolving Loans and (z) other Indebtedness, by such Person and its consolidated Subsidiaries, to the extent not prohibited hereunder; plus (v) all Restricted Payments paid by such Person or any of its consolidated Subsidiaries (other than to such Person or any such Subsidiary) permitted by Section 7.10 of this Agreement as it existed immediately prior to the Second Amendment Effective Date; plus (vi) all non-cash revenues and gains, to the extent included in determining such Consolidated Net Income; plus (vii) gains realized in respect of Dispositions, to the extent included in determining such Consolidated Net Income.
 
 


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"Initial Public Offering" means the sale by the Ultimate Parent of shares of its common stock in a public offering registered under the Securities Act of 1933.
 
"Insolvency Proceeding" means (i) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (ii) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally; in each case undertaken under U.S. Federal, State or foreign Law, including the Bankruptcy Code.
 
"Intellectual Property" has the meaning specified in Section 5.09.
 
"Intercreditor Agreement" has the meaning specified in Section 7.05(s).
 
"Interest Payment Date" means (i) with respect to any Base Rate Loan, the last Business Day of each calendar quarter and the Maturity Date, (ii) with respect to any Eurodollar Loan, the last day of each Interest Period applicable to such Eurodollar Loan and the date such Eurodollar Loan is repaid or prepaid; provided, however, that if any Interest Period for any Eurodollar Loan exceeds three months, then the date which falls three months after the beginning of such Interest Period or, if applicable, at the end of any three-month interval thereafter shall also be an "Interest Payment Date" for such Eurodollar Loan.
 
"Interest Period" means, in relation to any Eurodollar Loan, the period commencing on the date such Eurodollar Loan is disbursed or converted to or continued as a Eurodollar Loan and ending on the date one, two, three or six months thereafter (or, nine or twelve months thereafter upon the request of the Borrower and the consent of the Administrative Agent and each Lender that is making or has made such Loan, which shall not be unreasonably withheld, if loans of such duration are generally available in the London interbank Eurodollar market), as selected or deemed selected by the Borrower in its Revolving Loan Notice or Term B Loan Notice, as the case may be; provided that:
 
(i)           if any Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;
 
(ii)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month which is one, two, three, six, nine or twelve months, as the case may be, after the calendar month in which such Interest Period began; and
 
(iii)           no Interest Period for any Loan shall extend beyond the Maturity Date.
 
"Interest Rate Protection Agreement" means an interest rate swap, cap, collar, option or similar arrangement entered into to hedge interest rate risk (and not for speculative purposes), including without limitation, fixed to floating and floating to fixed, and any other derivative product, so long as such other derivative product is consented to by Administrative Agent.
 
"Internal Control Event" means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Borrower’s or Ultimate Parent's internal controls over financial reporting, in each case as described in the Securities Laws.
 
"ISP" means, with respect to any Letter of Credit, the "International Standby Practices 1998" published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).
 
"Issuer Documents" means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to any such Letter of Credit.
 
"Joinder to Pledge and Security Agreement" means a supplement to the Pledge and Security Agreement in the form of Annex B thereto, whereby a Nexstar Entity becomes a party to, and assumes all obligations of, a pledgor under the Pledge and Security Agreement.
 
"Joinder to Security Agreement" means a supplement to the Security Agreement in the form of Annex C thereto, whereby a Nexstar Entity becomes a party to, and assumes all obligations of, a grantor under the Security Agreement.
 
"Joint Book Managers" means Bank of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their capacity as Joint Book Managers.
 
"Joint Lead Arrangers" means Bank of America Securities LLC and UBS Securities LLC, in their capacity as Joint Lead Arrangers.
 
"Joint Sales Agreement" means an agreement for the sale of commercial or advertising time or any similar arrangement pursuant to which a Person obtains the right to (i) sell at least a majority of the time for commercial spot announcements, and/or resell to advertisers such time on, (ii) provide the sales staff for the sale of the advertising time or the collection of accounts receivable with respect to commercial advertisements broadcast on, (iii) set the rates for advertising on and/or (iv) provide the advertising material for broadcast on, a television broadcast station the FCC License of which is held by a Person other than an Affiliate of such Person.
 
"Laws" means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
 
"L/C Advance" means, with respect to each Lender, such Lender's funding of its participation in any L/C Borrowing in accordance with its Revolving Commitment Percentage.
 
"L/C Borrowing" means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing.
 
"L/C Credit Extension" means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
 
"L/C Issuer" means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.
 
"L/C Obligations" means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be "outstanding" in the amount so remaining available to be drawn.
 
"Leasehold" of any Person means all of the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.
 

 


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"Lenders" has the meaning specified in the Preamble hereto and such term shall also include the L/C Issuer, the Administrative Agent in its capacity as a lender hereunder and the Co-Syndication Agents in their capacities as lenders hereunder.
 
"Lending Office" means, as to any Lender, the office or offices of such Lender described as such in such Lender's Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
 
"Letter of Credit" means any standby letter of credit issued hereunder.
 
"Letter of Credit Application" means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.
 
"Letter of Credit Expiration Date" means the day that is seven days prior to the Stated Revolving Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).
 
"Letter of Credit Fee" has the meaning specified in Section 2.03(i).
 
"Letter of Credit Sublimit" means an amount equal to $1,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
 
"License" means any authorization, permit, consent, franchise, ordinance, registration, certificate, license, agreement or other right filed with, granted by or entered into with a Governmental Authority or other Person which permits or authorizes the use of an electromagnetic transmission frequency or the construction or operation of a broadcast television station system or any part thereof or any other authorization, permit, consent, franchise, ordinance, registration, certificate, license, agreement or other right filed with, granted by or entered into with a Governmental Authority or other Person which is necessary for the lawful conduct of the business of constructing or operating a broadcast television station.
 
"Lien" means, with respect to any property or asset (or any revenues, income or profits therefrom) of any Person (in each case whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise), (i) any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance of any kind thereupon or in respect thereof or (ii) any other arrangement under which the same is transferred, sequestered or otherwise identified with the intention of subjecting the same to, or making the same available for, the payment or performance of any liability in priority to the payment of the ordinary, unsecured creditors of such Person.  For purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.
 
"Liquidity" means, on any date of determination for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) aggregate available cash on hand of the Borrower on such date (not including cash in Cash Collateral Accounts or used to Cash Collateralize any of the Obligations), plus (b) the Available Revolving Commitment on such date.
 
"Loan" means any extension of credit made by any Lender pursuant to this Agreement.
 
"Loan Documents" means this Agreement, all Guaranty Agreements, all Security Documents, all Confirmation Agreements, all Issuer Documents, any Request for Credit Extension, any Notes executed and delivered pursuant to Section 2.11(a) or in connection with any reallocation of the Revolving Commitment under the Revolver Reallocation Letter, the Revolver Reallocation Letter, all Secured Cash Management Agreements, and all other waivers, consents, agreements and amendments executed in connection with the Revolver Reallocation Letter, any Secured Hedge Agreement, any other subordination agreement entered into with any Person with respect to the Obligations, the Fee Letters and any other agreements between any Person and any Lender respecting fees payable in connection with this Agreement, and any amendment and/or other agreements executed in connection with any Replacement Term B Loans and all other written agreements, documents, instruments and certificates now or hereafter executed and delivered by any Credit Party or any other Person to or for the benefit of the Administrative Agent, any Lender or any Affiliate of any Lender pursuant to or in connection with any of the foregoing, and any and all amendments, increases, supplements and other modifications thereof and all renewals, extensions, restatements, rearrangements and/or substitutions from time to time of all or any part of the foregoing; provided, that, for the purposes of Sections 8.02 and 10.01 of this Agreement, the term "Loan Documents" shall not include any Interest Rate Protection Agreement, Secured Hedge Agreement or any Secured Cash Management Agreement.
 
"Local Marketing Agreement" means a local marketing arrangement, time brokerage agreement, management agreement or similar arrangement pursuant to which a Person, subject to customary preemption rights and other limitations, obtains the right to exhibit programming and sell advertising time during more than fifteen percent (15%) of the air time of a television broadcast station licensed to another Person.
 
"Major Television Network" means any of ABC, Inc., National Broadcasting Company, Inc., CBS, Inc., FOX Television Network, or any other television network which produces and makes available more than 15 hours of weekly prime time television programming.
 
"Majority Lenders" means, at any time, (i) Lenders that are not Defaulting Lenders and whose Facility Percentages aggregate more than 50% of the aggregate Facility Percentages of the Lenders that are not Defaulting Lenders, and (ii) Mission Lenders (whether or not also Lenders) that are not Defaulting Lenders and whose respective Mission Facility Percentages aggregate more than 50% of the aggregate Mission Facility Percentages of the Mission Lenders that are not Defaulting Lenders.
 
"Majority Revolver Lenders" means, at any time, Revolving Lenders that are not Defaulting Lenders having more than 50% of the Aggregate Combined Revolving Commitment (as in effect at such time) of the Revolving Lenders that are not Defaulting Lenders or, if the Aggregate Combined Revolving Commitment has been terminated in full, the aggregate principal amount of outstanding Revolving Loans and L/C Obligations of the Revolving Lenders that are not Defaulting Lenders.
 

 


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"Margin Stock" means "margin stock" as such term is defined in Regulation T, U or X of the Federal Reserve Board.
 
"Material Adverse Effect" means, relative to any occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding), a material adverse effect (i) on the operations, business, assets, properties, condition (financial or otherwise) or prospects of the Nexstar Entities taken as a whole, (ii) the ability of any Credit Party to perform its obligations under the Loan Documents to which it is a party or (iii) the validity or enforceability of this Agreement or any other Loan Document or the rights and remedies of the Administrative Agent or the Lenders under this Agreement or any of the other Loan Documents.
 
"Maturity Date" for any Loan means (i) with respect to Revolving Loans, the Stated Revolving Credit Maturity Date, and (ii) with respect to Term B Loans, the Stated Term B Maturity Date.
 
"Measurement Period" means, with respect to any date, the most recently ended four consecutive Fiscal Quarter period for which financial statements have been or were required to have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) prior to such date.
 
"Mission Aggregate Available Revolving Commitment" means the "Aggregate Available Revolving Commitment" as that term is defined in the Mission Credit Agreement.
 
"Mission Borrower" means the "Borrower" as that term is defined in the Mission Credit Agreement.
 
"Mission Commitments" means the "Commitments" as that term is defined in the Mission Credit Agreement.
 
"Mission Credit Agreement" means that Third Amended and Restated Credit Agreement, dated as of the date of this Agreement among Mission Borrower, as borrower, the financial institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the co-syndication agents, as the same may be further amended, modified, restated, supplemented, renewed, extended, increased, rearranged and/or substituted from time to time.
 
"Mission Defaulting Lender" means "Defaulting Lender" as defined in the Mission Credit Agreement.
 
"Mission Entity" means the Mission Borrower or any Person which is a direct or indirect Subsidiary of the Mission Borrower.
 
"Mission Facility Percentage" means the "Facility Percentage" as that term is defined in the Mission Credit Agreement.
 

"Mission Guaranty of Nexstar Obligations" means the First Restated Guaranty Agreement, dated as of December 30, 2003, executed by the Mission Entities in favor of the Lenders, whereby the Mission Entities have guaranteed the Obligations.
 
"Mission Impacted Lender" means "Impacted Lender" as that term is defined in the Mission Credit Agreement.
 
"Mission Lenders" means the "Lenders" as that term is defined in the Mission Credit Agreement.
 
"Mission Letters of Credit" means the "Letters of Credit" as that term is defined in the Mission Credit Agreement.
 
"Mission Loan" means any extension of credit made by any Lender under or pursuant to the Mission Credit Agreement.
 
"Mission Loan Documents" means the "Loan Documents" as that term is defined in the Mission Credit Agreement.
 
"Mission Obligations" means the "Obligations" as that term is defined in the Mission Credit Agreement.
 
"Mission Term B Lenders" means the "Term B Lenders" as that term is defined in the Mission Credit Agreement.
 
"Moody's" means Moody's Investors Service, Inc., and its successors.
 
"Mortgage Policies" means the Mortgage Policies under, and as defined in, the Existing Nexstar Credit Agreement, and all other New Mortgage Policies and other title policies delivered in connection with this Agreement, the Loan Documents and the Mission Loan Documents.
 
"Mortgaged Properties" means all Real Property owned or leased by any Nexstar Entity or Mission Entity and listed on Schedule 5.09 (and not one of the two properties listed on such schedule asterisked as not to be mortgaged), and all other real property owned by any Credit Party which is subject to a New Mortgage or other mortgage or deed of trust Lien to secure all or any part of the Obligations.
 
"Mortgages" means all Mortgages (as defined in the Existing Nexstar Credit Agreement) granted by certain of the Nexstar Entities pursuant to the Existing Nexstar Credit Agreement (or any predecessor credit agreement which was amended and restated by the Existing Nexstar Credit Agreement) and which have not been released prior to the Effective Date, together with all New Mortgages and all other mortgages and deeds of trust granted by any of the Credit Parties to secure all or any portion of the Obligations, whether pursuant to the terms of Sections 6.16 and 6.17 or otherwise.
 
"Multiemployer Plan" means a "multiemployer plan" (within the meaning of Section 4001(a)(3) of ERISA) and to which any Nexstar Entity or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding three calendar years, has made, or been obligated to make, contributions.
 
"Net Cash Proceeds" means, in connection with any Disposition (including any Sale and Leaseback Transaction), the cash proceeds (including any cash payments received by way of deferred payment pursuant to a promissory note, receivable or otherwise, but only as and when received in cash, this provision not permitting any payment to be made by means other than cash) of such Disposition net of (i) reasonable transaction costs (including any underwriting, brokerage or other selling commissions and reasonable legal, advisory and other fees and expenses, including title and recording expenses, associated therewith actually incurred and satisfactorily documented), and (ii) taxes estimated to be paid as a result of such Disposition, provided that any amounts deducted from Net Cash Proceeds that are not immediately due and payable shall be delivered to the Administrative Agent to be held as collateral in accordance with the terms of Section 10.19(l).
 
"Net Debt Proceeds" means, with respect to the incurrence or issuance of any Indebtedness by any Nexstar Entity, (i) the gross cash proceeds received in connection with such incurrence or issuance, as and when received, minus (ii) all reasonable out-of-pocket transaction costs (including legal, investment banking or other fees and disbursements) associated therewith actually incurred (whether by such Nexstar Entity or an Affiliate thereof), satisfactorily documented and paid or payable (whether on behalf of such Nexstar Entity or an Affiliate thereof) to any Person not an Affiliate of a Nexstar Entity, provided that any amounts deducted from Net Debt Proceeds that are not immediately due and payable shall be delivered to the Administrative Agent to be held as collateral in accordance with the terms of Section 10.19(l).
 
"Net Issuance Proceeds" means, with respect to the sale or issuance of Capital Stock, or any capital contribution to, any Nexstar Entity from a source other than a Nexstar Entity, (i) the gross cash proceeds received in connection with such sale or issuance or such capital contribution, as and when received minus (ii) all reasonable out-of-pocket transaction costs (including legal, investment banking or other fees and disbursements) associated therewith actually incurred (whether by such Nexstar Entity or an Affiliate thereof), satisfactorily documented and paid (whether on behalf of such Nexstar Entity or an Affiliate thereof) to any Person not an Affiliate of a Nexstar Entity, provided that any amounts deducted from Net Issuance Proceeds that are not immediately due and payable shall be delivered to the Administrative Agent to be held as collateral in accordance with the terms of Section 10.19(l).
 
"Network Affiliation Agreements" means each agreement set forth on Schedule 5.21 and each other agreement entered into by a Television Company with any Major Television Network pursuant to which a Television Company and such Major Television Network agree to be affiliated and such Major Television Network agrees that such Television Company shall serve as that Major Television Network's primary outlet within any defined market for television programming provided by such Major Television Network for broadcast by its station affiliates.
 
"New Mortgages" has the meaning specified in Section 6.17(a).
 
"New Mortgage Policies" has the meaning specified in Section 6.17(a)(ii).
 

 


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"Nexstar Entity" means the Ultimate Parent and any Person which is a direct or indirect Subsidiary of the Ultimate Parent.
 
"Nexstar Finance Holdings" means Nexstar Finance Holdings, Inc., a Delaware corporation and a Nexstar Entity.
 
"Nexstar Guaranty Agreement" means that certain First Restated Guaranty Agreement, dated as of December 30, 2003, executed and delivered by the Parent Guarantors and the Subsidiary Guarantors in favor of the Lenders, whereby the Parent Guarantors and the Subsidiary Guarantors guaranty the obligations of the Borrower under the Loan Documents.
 
"Nexstar Guaranty of Mission Obligations" means that certain First Restated Guaranty Agreement, dated as of December 30, 2003, executed and delivered by the Nexstar Entities in favor of the Mission Lenders, whereby the Nexstar Entities guaranty the obligations of the Mission Entities under the Mission Loan Documents.
 
"Nexstar/Mission Agreements" means any and all agreements executed between or among the Borrower and the Mission Borrower, or any Nexstar Entity and any Mission Entity, including, without limitation, those agreements listed on Schedule 1.01A.
 
"Nexstar Stockholders Agreement" means the Stockholders Agreement, dated as of November 26, 2003, among the Ultimate Parent, ABRY L.P. II, ABRY L.P. III, Banc of America Capital Investors and Sook, without giving effect to any amendments or waivers thereto.
 
"Notes" means, collectively, the Revolving Loan Notes and the Term B Loan Notes.
 
NPL” means the National Priorities List under CERCLA.
 
"Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit or other obligations and liabilities of any Credit Party to the Administrative Agent or to any Lender (or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, any Affiliate of any Lender), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
 
"OECD" means the Organization for Economic Cooperation and Development.
 
"Other Taxes" means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.
 
"Outstanding Amount" means (i) with respect to Revolving Loans and Term B Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Loans and Term B Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.
 
"Parent Guarantor" means the Ultimate Parent and all Subsidiaries of the Ultimate Parent other than the Borrower and the Subsidiary Guarantors.
 
"Participant" has the meaning specified in Section 10.06(d).
 
"PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any of its principal functions under ERISA.
 
"Pension Plan" means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which any Nexstar Entity or any ERISA Affiliate sponsors or maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five (5) plan years, but excluding any Multiemployer Plan.
 
Permitted Encumbrances” has the meaning specified in the New Mortgages.
 
"Permitted Liens" has the meaning specified in Section 7.02.
 
"Permitted Parent Preferred Equity" means none.
 
"Permitted Revolver Reallocation" has the meaning specified in the Revolver Reallocation Letter.
 
"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
 
"Plan" means an employee benefit plan (as defined in Section 3(3) of ERISA) which any Nexstar Entity or any ERISA Affiliate sponsors or maintains or to which any Nexstar Entity or any ERISA Affiliate makes, is making, or is obligated to make contributions and includes any Pension Plan or Multiemployer Plan.
 
"Platform" has the meaning specified in Section 6.02.
 
"Pledge and Security Agreement" means the First Restated Pledge and Security Agreement, dated as of December 30, 2003, pursuant to which each Credit Party has pledged or collaterally assigned 100% of the Capital Stock of each of its Subsidiaries, and any intercompany notes held by it.
 

 


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"Pledged Collateral" has the meaning specified in the Nexstar Pledge and Security Agreement.
 
"Prepayable Film Contract" means a contract evidencing a Film Obligation in which the amount owed by a Person or any of its Subsidiaries under such contract exceeds the remaining value of such contract to such Person or such Subsidiary, as reasonably determined by such Person.
 
"Prime Rate" means the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
 
"Principal" means ABRY Partners, LLC or any Person that (i) directly or indirectly, is in control of, is controlled by, or is under common control with, ABRY Partners, LLC, and (ii) is organized primarily for the purpose of making equity or debt investments in one or more companies or a Person controlled by ABRY Partners, LLC.  For purposes of this definition, "control" of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
 
"Pro Forma Basis" means a method of calculation using financial information of a specified date (and/or the applicable Measurement Period relating to such specified date, as applicable), but including in such calculation the financial effect of the relevant or proposed transactions (in connection with which such calculation is required to be made), as if such transactions had been consummated on the first day of the applicable Measurement Period or the date being tested (as applicable).  Any calculation or preparation pursuant to the foregoing shall be made in good faith by the Borrower and shall be set forth in a certificate, as provided herein, furnished to the Lenders showing such calculation (and the methodology used) in reasonable detail (with supporting schedules as to the results of operations of the assets Acquired or Disposed of, if applicable), which calculation or preparation and methodology shall be reasonably satisfactory to the Administrative Agent.
 
"Pro Forma Compliance Certificate" means, for any Person, a Compliance Certificate with respect to the financial covenants in Section 7.09, prepared on a Pro Forma Basis with respect to the relevant proposed transaction for which such Pro Forma Compliance Certificate is required to be delivered and any other transactions relating thereto certifying and demonstrating that no Default exists both before and after giving effect to such proposed transaction, with such changes as acceptable to the Administrative Agent.
 
"Quorum Contingent Note" means the Second Amended and Restated Subordinated Promissory Note, dated as of December 30, 2003, made by the Ultimate Parent and payable to Midwest Television Statutory Trust, II.
 
"Real Property" means, with respect to any Person, all of the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.
 
"Recovery Event" means the receipt by any Nexstar Entity of any insurance or other cash proceeds payable by reason of theft, loss, physical destruction, condemnation or damage or any other similar event with respect to any property or assets of any Nexstar Entity.
 
"Register" has the meaning specified in Section 10.06(c).
 
"Registered Public Accounting Firm" has the meaning specified in the Securities Laws and shall be independent of the Borrower as prescribed by the Securities Laws.
 
"Reinvestment Assets" [Intentionally Deleted].
 
"Reinvestment Notice" [Intentionally Deleted].
 
"Reinvestment Period" [Intentionally Deleted].
 
"Reinvestment Prepayment Date" [Intentionally Deleted].
 
"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person's Affiliates.
 
"Replacement Term B Loans" has the meaning specified in Section 2.01(c).
 
"Reportable Event" means, any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.
 
"Request for Credit Extension" means (a) with respect to a Revolving Borrowing or a conversion or continuation of Revolving Loans, a Revolving Loan Notice, (b) with respect to a Term B Loan Borrowing or a conversion or continuation of Term B Loans, a Term B Loan Notice, and (c) with respect to an L/C Credit Extension, a Letter of Credit Application.
 
"Requirement of Law" means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of a court or of a Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
 
"Responsible Officer" means, for each Credit Party, its chief executive officer, its president, any vice-president, its chief financial officer, controller, vice president-finance, treasurer or assistant treasurer, or any other officer having substantially the same authority and responsibility, in each case acting solely in such capacity and without personal liability.
 
 


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"Restricted Payment" means, as to any Credit Party, (i) the authorization, declaration or payment of any Dividend by such Person, (ii) the redemption, retirement, purchase or other acquisition, directly or indirectly, for consideration by such Person of any Capital Stock of such Person, or (iii) the making of any payment of principal or interest (or any comparable reduction of principal or yield provision) by any such Person on any Unsecured Notes, Senior Second Lien Secured Notes or Subordinated Notes (including, without limitation, any redemption, defeasance, setting aside of funds, or other provision for, or assurance of, payment).
 
"Restructuring Advisor" means, if any, the restructuring advisor to the Administrative Agent hired by the Administrative Agent or its counsel, in its sole discretion or at the request of the Majority Lenders or the Majority Revolver Lenders, provided that the Administrative Agent shall have (i) notified the Borrower of the identity of the proposed restructuring advisor prior to hiring such restructuring advisor and (ii) provided the Borrower an opportunity to consult with the Administrative Agent regarding such proposed hire.
 
"Revolver Reallocation Letter" means that certain letter among the Revolving Lenders permitting under certain circumstances the reallocation of the Revolving Commitment as described on Schedule 1.01(C).
 
"Revolving Borrowing" means a Borrowing hereunder consisting of Revolving Loans made to the Borrower on the same Borrowing Date and, in the case of Eurodollar Loans, having the same Interest Periods.
 
"Revolving Commitment" means, as to any Lender, the obligation of such Lender, if any, to make Revolving Loans to, and issue or participate in L/C Obligations on behalf of, the Borrower hereunder in an aggregate principal amount not to exceed at any one time the amount set forth under the heading "Revolving Commitment" opposite such Lender's name on Schedule 2.01 or, in the case of any Lender that is an Eligible Assignee, the amount of the Revolving Commitment of the assigning Lender which is assigned to such Eligible Assignee in accordance with Section 10.06 and set forth in the applicable Assignment and Assumption (in each case as the same may be adjusted from time to time as provided herein), as such Revolving Commitment may be adjusted in accordance with the terms of the Revolver Reallocation Letter.
 
"Revolving Commitment Fee" has the meaning specified in Section 2.09(a).
 
"Revolving Commitment Percentage" means, as to any Lender at any time, (i) the percentage (carried out to the ninth decimal place) which the amount of such Lender's Revolving Commitment then constitutes of the sum of the amount of all Revolving Commitments, or (ii) at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender's Revolving Loans made under its Revolving Commitment then outstanding constitutes of the aggregate principal amount of all Revolving Loans made under the Revolving Commitments then outstanding. The initial Revolving Commitment Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender becomes a party thereto, as applicable.
 
"Revolving Commitment Period" means the period from and including the Effective Date to but not including the Stated Revolving Credit Maturity Date.
 
"Revolving Facility" means the revolving loan facility provided for in Section 2.01(b).
 
"Revolving Facility Percentage" means, as to any Lender at any time, (i) the percentage (carried out to the ninth decimal place) which (x) the amount of such Lender's Revolving Commitment then constitutes of (y) the amount of the Aggregate Revolving Commitment, or (ii) at any time after the Revolving Commitments have expired or terminated, the percentage which the aggregate principal amount of such Lender's Revolving Loans then outstanding constitutes of the aggregate principal amount of all Revolving Loans then outstanding.
 
"Revolving Lender" means each Lender that has a Revolving Commitment or that is a holder of a Revolving Loan made under the Revolving Commitments.
 
"Revolving Loan" has the meaning specified in Section 2.01(b).
 
"Revolving Loan Note" means a promissory note made by the Borrower in favor of a Lender evidencing Revolving Loans made by such Lender substantially in the form of Exhibit F.
 
"Revolving Loan Notice" means a notice of (a) a Revolving Borrowing, (b) a conversion of Revolving Loans from one Type to the other, or (c) a continuation of Revolving Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit G.
 
"S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., and its successors.
 
"Sale and Leaseback Transaction" means any arrangement, directly or indirectly, with any Person whereby a seller or transferor shall sell or otherwise transfer any real or personal property and then or thereafter such Person or an Affiliate or Subsidiary of such Person shall lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreement, the same or similar property.
 
"Sarbanes-Oxley" means the Sarbanes-Oxley Act of 2002.
 
"SEC" means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
 
"Second Amendment" means that certain Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of October 8, 2009, among Nexstar Broadcasting, Inc., Nexstar Broadcasting Group, Inc., Nexstar Finance Holdings, Inc., the Lenders and the Administrative Agent.
 
"Second Amendment Effective Date" means the date that all applicable conditions of effectiveness set forth in the Second Amendment are satisfied.
 
"Secured Cash Management Agreement" means any Cash Management Agreement that is entered into by and between any one or more Credit Parties and any Cash Management Bank.
 

 


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"Secured Hedge Agreement" means any Interest Rate Protection Agreement permitted under Article VII that was entered into by and between any Credit Party and any Hedge Bank.
 
"Secured Parties" means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Security Documents.
 
"Securities Laws" means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.
 
"Security Agreement" means the First Restated Security Agreement, dated as of December 30, 2003, pursuant to which each Nexstar Entity has granted security interests in its assets.
 
"Security Agreement Collateral" has the meaning specified in the Security Agreement.
 
"Security Documents" means collectively the Pledge and Security Agreement, the Security Agreement, each Mortgage and each Joinder to Pledge and Security Agreement and Joinder to Security Agreement, and any other pledge agreement, security agreement, guaranty or other document granting a Lien or security interest to secure payment of all or any portion of the Obligations, or otherwise assuring payment of all or any portion of the Obligations, executed and delivered by any Credit Party, David Smith or any other Person, pursuant to any Loan Document or otherwise, that certain Omnibus Consent, dated as of October 8, 2009, by and among the Nexstar Entities and the Mission Entities, and acknowledged and agreed to by the Administrative Agent, and any Intercreditor Agreement, other intercreditor agreement or similar agreement executed by the Collateral Agent or the Administrative Agent from time to time in connection with this Agreement or any Loan Document or any of the Collateral, each of the mortgages, collateral assignments, security agreement supplements, intellectual property security agreement supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.16 or Section 6.17, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.
 
"Senior Second Lien Secured Notes" has the meaning specified in Section 7.05(s).
 
"Settlement Securities" means any and all Capital Stock received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business.
 
"Shared Services Agreement" means a shared services arrangement or other similar arrangement pursuant to which two Persons owning separate television broadcast stations agree to share the costs of certain services and procurements which they individually require in connection with the ownership and operation of one television broadcast station, whether through the form of joint or cooperative buying arrangements or the performance of certain functions relating to the operation of one television broadcast station by employees of the owner and operator of the other television broadcast station, including, but not limited to, the co-location of the studio, non-managerial administrative and/or master control and technical facilities of such television broadcast station and/or the sharing of maintenance, security and other services relating to such facilities.
 
"Significant Station" on any date means any Station, if the Consolidated Operating Cash Flow for such Station exceeds 10% of the sum of the Consolidated Operating Cash Flow for all Stations and the corporate overhead expenses for all Stations, in each case determined for the Measurement Period for such date; provided that, for purposes of this definition and Section 8.01(p), two or more Stations that substantially simulcast the same programming will be deemed to be a single Station so long as they do so.
 
"Solvency Certificate" means a certificate of the Nexstar Entities executed on their behalf by the Chief Financial Officer of each of the Nexstar Entities, substantially in the form of Exhibit H.
 
"Solvent" means, when used with respect to any Person, means that, as of any date of determination, (a) the amount of the "fair value" or "present fair saleable value" of the assets of such Person (on a going-concern basis) will, as of such date, exceed the amount of all "liabilities of such Person, contingent or otherwise," as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) such fair value or present fair saleable value of the assets of such Person (on a going-concern basis) will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature.  For purposes of this definition, (i) "debt" means liability on a "claim," (ii) "claim" means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) unliquidated, contingent, disputed and unmatured claims shall be valued at the amount that can be reasonably expected to be actual and matured.
 
"Sook" means Perry Sook, an individual residing on the Effective Date in the State of Texas.
 
"Stated Revolving Credit Maturity Date" means the earlier of (i) April 1, 2012 and (ii) the date on which Revolving Loans become due and payable in full pursuant to acceleration or otherwise.
 

 


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"Stated Term B Maturity Date" means the earlier of (i) October 1, 2012 and (ii) the date on which Term B Loans become due and payable in full pursuant to acceleration or otherwise.
 
"Station" means, at any time (i) each television station listed in Schedule 5.16 hereto, (ii) any television station licensed by the FCC to any Nexstar Entity on, or at any time after, the Effective Date and (iii) any television station that is the subject of a Local Marketing Agreement, Joint Sales Agreement or Shared Services Agreement consented to by the Majority Lenders or otherwise permitted under Section 7.04.  This definition of "Station" may be used with respect to any single television station meeting any of the preceding requirements or all such television stations, as the context requires.
 
"Subject Leased Space" means either (a) the leased property in Beaumont-Port Arthur that is used for the Station KBTV, or (b) leased property, that in each case of (a) and (b) preceding to the extent that each such lease meets each of the following qualifications:
 
(i)           a Credit Party is the lessee,
 
(ii)           such leased property is noted on Schedule 5.09 as a line item with a double asterisk,
 
(iii)           the terms of each such lease require the consent of the landlord or lessor in order to grant a security interest and Lien,
 
(iv)           the Administrative Agent has received a true and correct copy of the executed lease and all related documentation for such leased property, as such documentation is in effect on the Second Amendment Effective Date, and
 
(v)           the Borrower has used its commercially reasonable efforts to obtain the consent of the landlord to the grant of a security interest or Lien in favor of the Administrative Agent for the benefit of the Secured Parties.
 
"Subordinated Notes" has the meaning specified in Section 7.05(s).
 
"Subsidiary" means, as to any Person, (i) any corporation more than 50% of whose Capital Stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person, directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time.  With respect to the Borrower and its Subsidiaries, in calculating financial covenants or financial performance (including the calculation of Excess Cash Flow) and for financial reporting purposes, the financial position and results of the Mission Borrower shall be included as if it were a Wholly-Owned Subsidiary of the Borrower and any television station owned by a Mission Entity were a "Station" so long as Joint Sales Agreements, Shared Services Agreements and/or Local Marketing Agreements between the Mission Entities and one or more Subsidiaries of the Borrower, covering all of the television broadcast stations of the Mission Entities, are in full force and effect.
 
"Subsidiary Guarantor" means each Subsidiary of the Borrower.
 
"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
 
"Television Broadcasting Business" means a business substantially all of which consists of the construction, ownership, operation, management, promotion, extension or other utilization of any type of television broadcasting system or any similar television broadcasting business, including the syndication of television programming, the obtaining of a License or franchise to operate such a system or business, and activities incidental thereto, such as providing production services.
 
"Television Company" means any Nexstar Entity, to the extent such Person owns or operates a Station.
 
"Term B Facility Percentage" means, as to any Lender at any time, the percentage (carried out to the ninth decimal place) which (i) the sum of all of such Lender's Term B Loans then outstanding constitutes of (ii) the sum of the Aggregate Outstanding Term B Loan Balance.  The initial Term B Facility Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender becomes a party thereto, as applicable.
 
"Term B Lender" means each Lender that is the holder of a Term B Loan.
 
"Term B Loan" has the meaning specified in Section 2.01(a)(i) and shall also include any Replacement Term B Loan.
 
"Term B Loan Amount" means, as to any Lender, the aggregate principal amount of the Term B Loans to be made by such Lender to the Borrower hereunder, as set forth under the heading "Term B Loan Amount" opposite such Lender's name on Schedule 2.01.
 
"Term B Loan Borrowing" means a Borrowing hereunder consisting of Term B Loans made to the Borrower on the same Borrowing Date and, in the case of Eurodollar Loans, having the same Interest Periods.
 
"Term B Loan Note" means a promissory note made by the Borrower in favor of a Lender evidencing Term B Loans made by such Lender substantially in the form of Exhibit I.
 
"Term B Loan Notice" means a notice of (a) a Borrowing of Term B Loans, (b) a conversion of Term B Loans from one Type to the other, or (c) a continuation of Term B Loans as the same Type, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit J.
 

 


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"Termination Value" means, in respect of any one or more Interest Rate Protection Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Interest Rate Protection Agreements, (a) for any date on or after the date such Interest Rate Protection Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Interest Rate Protection Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Interest Rate Protection Agreements (which may include a Lender or any Affiliate of a Lender).
 
"Tranche" means the collective reference to Eurodollar Loans made by the Lenders to the Borrower, the then current Interest Periods with respect to which begin on the same date and end on the same later date, whether or not such Loans shall originally have been made on the same day.
 
"Transaction" means collectively, the incurrence of the Loans and other extensions of credit to be made to the Nexstar Entities on the Effective Date and the refinancing of the Loans under the Existing Nexstar Credit Agreement.
 
"Type" has the meaning specified in Section 1.04.
 
"Ultimate Parent" means Nexstar Broadcasting Group, Inc., a Delaware corporation.
 
"Unfunded Pension Liability" means the excess of a Pension Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.
 
"United States" and "U.S." each means the United States of America.
 
"Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).
 
"Unsecured Notes" means collectively, (1) the 11.375% Senior Discount Notes issued by Nexstar Finance Holdings, Inc., (2) the 7% Senior Subordinated PIK Notes due 2014, issued by Nexstar Broadcasting, Inc., (3) the 7% Senior Subordinated Notes due 2014, issued by Nexstar Broadcasting, Inc. and (4) the Senior Subordinated PIK Notes due 2014, issued by Nexstar Broadcasting, Inc.
 
"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.
 
"Wholly-Owned Subsidiary" means, as to any Person, (i) any corporation 100% of whose common stock (other than director's or other qualifying shares) is at the time owned by such Person and/or one or more direct or indirect Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association or other entity in which such Person and/or one or more direct or indirect Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such time.
 

1.02           Other Definitional Provisions.
 
(a)           Unless otherwise specified herein or therein, all terms defined in this Agreement shall have such defined meanings when used in any Exhibit, Schedule or other Loan Document or any certificate or other document made or delivered pursuant hereto.  The meanings of defined terms shall be equally applicable to the singular and plural forms of the defined terms.
 
(b)           The words "hereof", "herein", "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.  All references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear.
 
(c)           The term "documents" includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.
 
(d)           The terms "including" or "include" are not limiting and mean "including without limitation" or "include without limitation".
 
(e)           References in this Agreement or any other Loan Document to knowledge by any Credit Party of events or circumstances shall be deemed to refer to events or circumstances of which a Responsible Officer of such Person has actual knowledge or reasonably should have knowledge.
 
(f)           References in this Agreement or any other Loan Document to financial statements shall be deemed to include all related schedules and notes thereto.
 
(g)           Except as otherwise specified herein, all references to any Governmental Authority or Requirement of Law defined or referred to herein shall be deemed references to such Governmental Authority or Requirement of Law or any successor Governmental Authority or Requirement of Law, and any rules or regulations promulgated thereunder from time to time, in each case as the same may have been or may be amended or supplemented from time to time.
 
(h)           References herein to a certification or statement of an officer of a Person or other individual shall mean a certification or statement of such Person, which is executed on behalf of such Person by such individual in his or her capacity as an officer of such Person.
 
(i)           Subject to the definitions of the terms "Interest Period" and "Interest Payment Date" in Section 1.01, whenever any performance obligation hereunder shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day.  In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding," and the word "through" means "to and including." If any provision of this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.
 
(j)           Unless otherwise expressly provided herein, references to agreements and other contractual instruments shall be deemed to include all amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.
 
(k)           References to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending or replacing such statute or regulation.
 
 
1.03           Accounting Principles.  Except as provided to the contrary herein, all accounting terms used herein shall be interpreted in accordance with GAAP.  Unless the context otherwise clearly requires, all financial computations required under this Agreement shall be made in accordance with GAAP; provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VII or the definition of any term used therein to eliminate the effect of any change in GAAP occurring after the Effective Date or the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Majority Lenders wish to amend Article VII or any such definition for such purpose), then compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant or definition is amended in a manner satisfactory to the Borrower and the Majority Lenders. Borrower shall notify the Administrative Agent of any change in GAAP that would have a material effect whether or not the Borrower wishes to adopt that change.
 
1.04           Classes and Types of Loans and Borrowings.  The term "Borrowing" denotes the aggregation of Loans of one or more Lenders to be made to the Borrower pursuant to Section 2.02 on the same date, all of which Loans are of the same Class and Type and, in the case of Eurodollar Loans, have the same initial Interest Period.  Loans made under this Agreement are distinguished by "Class" and by "Type".  The "Class" of a Loan (or of a commitment to make such a Loan or of a Borrowing comprised of such Loans) refers to whether such commitment or Loan is (a) a Revolving Commitment or a Revolving Loan made under the Revolving Commitments or (b) a Term B Loan, each of which constitutes a "Class".  The "Type" of a Loan refers to whether such Loan is a Eurodollar Loan or a Base Rate Loan, each of which constitutes a "Type".  Identification of a Loan (or of a Commitment to make such a Loan or of a Borrowing comprised of such Loans) by both Class and Type.
 
1.05           Rounding.  If any rounding of any financial ratio shall occur, such financial ratio shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).
 

1.06           Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to central time (daylight or standard, as applicable).
 
1.07           Letter of Credit Amounts.  Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
 
 


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ARTICLE II.
 
 
THE CREDIT FACILITIES
 
2.01           Amounts and Terms of Commitments.
 
(a)           The Term B Loans.
 
(i)           Each Term B Lender severally agrees, subject to the terms and conditions hereinafter set forth, to make a term loan (each, a "Term B Loan") to the Borrower on the Effective Date (and not thereafter) in an aggregate principal amount not to exceed the Term B Loan Amount of such Term B Lender; provided however that after giving effect to any Term B Loan, the aggregate principal amount of all outstanding Term B Loans shall not exceed the aggregate Term B Loan Amounts for all of the Term B Lenders.  Within such limits, and subject to the other terms and conditions of this Agreement, the Borrower may borrow Term B Loans under this Section 2.01(a)(i); provided that amounts borrowed as Term B Loans which are repaid or prepaid may not be reborrowed.
 
(ii)           Term B Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or a combination thereof, as determined by the Borrower pursuant to Section 2.02.
 
(b)           The Revolving Loans.  Each Revolving Lender severally agrees, subject to the terms and conditions hereinafter set forth, to make revolving loans (each, a "Revolving Loan") to the Borrower from time to time on any Business Day, during the Revolving Commitment Period, in an aggregate principal amount not to exceed at any time outstanding the Revolving Commitment of such Revolving Lender; provided, however that after giving effect to any Revolving Loan made under a Revolving Commitment, the aggregate principal amount of all outstanding Revolving Loans made under the Revolving Commitments plus the aggregate amount of all outstanding L/C Obligations shall not exceed the Aggregate Revolving Commitment.  Within such limits, and subject to the other terms and conditions hereof, the Borrower may borrow Revolving Loans under this Section 2.01(b), prepay Revolving Loans pursuant to Section 2.05, 2.06 or 10.19 and reborrow Revolving Loans pursuant to this Section 2.01(b).  Revolving Loans may from time to time be (i) Eurodollar Loans or
 

(ii) Base Rate Loans or a combination thereof, as determined by the Borrower pursuant to Section 2.02.
 
(c)           Refinancing of Term Loans.  Notwithstanding anything in this Section 2.01 or elsewhere in this Agreement to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term B Loans (as defined below) to permit the refinancing, replacement or modification of all (but not less than all) outstanding Term B Loans ("Refinanced Term B Loans") with a replacement term loan tranche hereunder ("Replacement Term B Loans"), provided that (i) the aggregate principal amount of such Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term B Loans, (ii) the Applicable Margin for such Replacement Term B Loans shall not be higher than the Applicable Margin for such Refinanced Term B Loans, (iii) the weighted average life to maturity of such Replacement Term B Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term B Loans at the time of such refinancing, (iv) the Majority Revolver Lenders have consented in writing to such Replacement Term B Loans prior to the issuance thereof, (v) the Administrative Agent shall have received not less than 30 days prior written notice thereof (or such lesser period as agreed to by the Administrative Agent) and (vi) all other terms applicable to such Replacement Term B Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term B Loans than, those applicable to such Refinanced Term B Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term B Loans in effect immediately prior to such refinancing.  The election by any Lender to provide or participate in the Replacement Term B Loans shall not obligate any other Lender to so provide or participate.  The Borrower shall repay to any Lender who elects not to provide or participate in any Replacement Term B Loans the outstanding Term B Loans held by such Lender (plus any accrued and unpaid interest or other amounts due in connection therewith) prior to or simultaneously with any refinancing, replacement or modification of outstanding Term B Loans hereunder.
 
(d)           Permitted Revolver Reallocation.  Each Permitted Revolver Reallocation shall be limited to a reallocation of the Aggregate Available Revolving Commitment and the Mission Aggregate Available Revolving Commitment.  In connection with each such Permitted Revolver Reallocation, at the request of the Administrative Agent or any Revolving Lender, the Borrower shall execute and deliver to the Administrative Agent replacement Revolving Loan Notes in an amount equal to each Lender's Revolving Commitment as adjusted in accordance with the terms of the Revolver Reallocation Letter.
 
2.02           Borrowings, Conversions and Continuations of Loans.
 
(a)           Subject to the terms and conditions of this Agreement, the Borrower may borrow, (x) under the Revolving Commitments on any Business Day during the Revolving Commitment Period and (y) Term B Loan Amounts on the Effective Date.
 

Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Loans shall be made upon the Borrower's irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 10:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Loans or of any conversion of Eurodollar Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of "Interest Period" then: (I) the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to each Lender that is making or had made such Loan of such request and determine whether the requested Interest Period is acceptable to all of them, and (II) not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all such Lenders.  Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Revolving Loan Notice or Term Loan Notice, as applicable, appropriately completed and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or continuation of Eurodollar Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.  Except as provided in Sections 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the Aggregate Available Revolving Commitment is less than $1,000,000, such lesser amount).  Each Revolving Loan Notice or Term Loan Notice, as applicable (whether telephonic or written), shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of Loan in a Revolving Loan Notice or Term Loan Notice, as applicable, or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Loans in any such Revolving Loan Notice or Term Loan Notice, as applicable, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
 
(b)           Following receipt of a Revolving Loan Notice or Term Loan Notice, as applicable, the Administrative Agent shall promptly notify each Lender of the amount of its pro rata share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection.  Each Revolving Lender will make the amount of its pro rata share of each requested Borrowing made under the Revolving Facility available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not later than 12 noon on the Business Day specified in the Revolving Loan Notice.  Each Term B Lender will make the amount of its pro rata share of each requested Borrowing made under the Term B Loans available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not later than 12:00 noon on the Business Day specified in the Term B Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Credit Event, Sections 4.02 and 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Revolving Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
 
(c)           Except as otherwise provided herein, a Eurodollar Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Loan.  During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Loans.
 
(d)           The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Loans upon determination of such interest rate.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change.
 
(e)           After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than five different Interest Periods in effect in respect of all Loans which are Eurodollar Loans.
 
2.03           Letters of Credit.
 
(a)           The Letter of Credit Commitment.
 
(i)           Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the
 
Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate Outstanding Amount of all Revolving Loans and all L/C Obligations shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender's Revolving Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender's Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
 
(ii)           The L/C Issuer shall not issue any Letter of Credit, if:
 
(A)           the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Majority Lenders have approved such expiry date in writing; or
 
(B)           the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
 
(iii)           The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
 
(A)           any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the L/C Issuer in good faith deems material to it;
 
(B)           the issuance of such Letter of Credit would violate one or more generally applicable policies of the L/C Issuer not implemented in contemplation of such proposed Letter of Credit;
 

 


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                    (C)           except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $20,000;
 
(D)           such Letter of Credit is to be denominated in a currency other than Dollars; or
 
(E)           a default of any Lender's obligations to fund under Section 2.03(c) exists or any Lender is at such time an Impacted Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the L/C Issuer's risk with respect to such Lender.
 
(iv)           The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
 
(v)           The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
 
(vi)           The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term "Administrative Agent" as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
 
(b)           Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.
 
(i)           Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 10:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require.  Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.
 
(ii)           Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Credit Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer's usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender's Revolving Commitment Percentage times the amount of such Letter of Credit.
 
(iii)           Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
 
(c)           Drawings and Reimbursements; Funding of Participations.
 
(i)           Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof.  Not later than 10:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an "Honor Date"), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing.  If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the "Unreimbursed Amount"), and the amount of such Lender's Revolving Commitment Percentage thereof.  In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.03 (other than the delivery of a Revolving Loan Notice).  Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
 
(ii)           Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent's Office in an amount equal to its Revolving Commitment Percentage of the Unreimbursed Amount not later than 12:00 noon on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the L/C Issuer.
 
(iii)           With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 4.03 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender's payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
 
(iv)           Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender's Revolving Commitment Percentage of such amount shall be solely for the account of the L/C Issuer.
 
(v)           Each Lender's obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.03 (other than delivery by the Borrower of a Revolving Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.
 
(vi)           If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation.  A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.
 
(d)           Repayment of Participations.
 
(i)           At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender's L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Revolving Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
 
(ii)           If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Revolving Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
 

 
 


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(e)           Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
 
(i)           any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;
 
(ii)           the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
 
(iii)           any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
 
(iv)           any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or
 
(v)           any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary.
 
The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower's instructions or other irregularity, the Borrower will immediately notify the L/C Issuer.  The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.
 
(f)           Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer's willful misconduct or gross negligence or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
 
(g)           Cash Collateral.  Upon (a) the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing hereunder, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding and partially or wholly undrawn, or (b) the occurrence of a Default or (c) the occurrence of the circumstances described in Section 2.06(a)(ii) or Section 10.19(a)(ii) requiring the Borrower to Cash Collateralize Letters of Credit, then the Borrower shall, in each case, immediately Cash Collateralize the L/C Obligations in an amount equal to the L/C Obligations (or in the case of clause (c) above, the excess amount required pursuant to Section 2.06(a)(ii) or Section 10.19(a)(ii) ) and such cash will be held as security for all Obligations of the Borrower to the Lenders hereunder in a Cash Collateral Account to be established by the Administrative Agent, and during the existence of an Event of Default, the Administrative Agent may, upon the request of the Majority Lenders, apply such amounts so held to the payment of such outstanding Obligations; provided that on a date upon which no Default exists and no L/C Obligations remain outstanding, the Administrative Agent, at the request and expense of the Borrower, will duly release the cash held hereunder as security in any Cash Collateral Account and shall assign, transfer and deliver to the Borrower (without recourse and without any representation or warranty) such cash as is then being released and has not theretofore been released pursuant to this Agreement.
 
(h)           Applicability of ISP.  Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit.
 
(i)           Letter of Credit Fees.  The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment Percentage a Letter of Credit fee for each Letter of Credit equal to the Applicable Margin for Revolving Loans that are Eurodollar Loans (as in effect from time to time during the period of calculation thereof) (the "Letter of Credit Fee") times the daily amount available to be drawn under such Letter of Credit; provided, however, during the existence of an Event of Default under Section 8.01(a), the Letter of Credit Fee shall be equal to the Default Rate.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07.  Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.
 
(j)           Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letters, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears.  Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07.  In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
 
(k)           Conflict with Issuer Documents.  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
 
 


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(l)           Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit.  The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower's business derives substantial benefits from the businesses of such Subsidiaries.
 
2.04           Reduction and Termination of Commitments.
 
(a)           Voluntary.  The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction (x) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding L/C Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all L/C Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with this Section 2.04, the Aggregate Revolving Commitment may not be increased. No voluntary termination or reduction in the Aggregate Revolving Commitment shall be effective unless the Mission Borrower makes a concurrent ratable reduction to the Mission Aggregate Revolving Commitment.
 
(b)           Mandatory.  The Aggregate Revolving Commitment shall be automatically and immediately reduced without notice to the Borrower or any other Credit Party:
 
(i)           on such date and by the amount of any prepayment required to be made under any of Sections 2.06 (b), (c), (d), (e) or (f) or Sections 10.19(b), (c), (d), (e), (f) or (g) (without duplication) that is applied to prepay the Revolving Loans in accordance with the terms of Section 2.06 or Section 10.19, provided that, notwithstanding the foregoing, so long as there exists no Default at such time, no such reduction in the Aggregate Revolving Commitment will be made with respect to any prepayment required to be made under Section 10.19(g), and
 
(ii)           on such date that any prepayment is required to be made under any of Sections 2.06(b), (c), (d), (e), (f) or (g) or Sections 10.19(b), (c), (d), (e), (f) or (g) and the Outstanding Amount of the Term B Loans is zero (or has been reduced to zero by such prepayment), such reduction in the Aggregate Revolving Commitment to be in such amount of the Net Cash Proceeds, Net Debt Proceeds, Net Issuance Proceeds and/or Extraordinary Receipts, as applicable, that are not applied to prepay the Term B Loans but would have been if the Outstanding Amount of such Term B Loans was in excess of such proceeds, provided that, notwithstanding the foregoing, so long as there exists no Default at such time, no such reduction in the Aggregate Revolving Commitment will be made with respect to any prepayment required to be made under Section 10.19(g); and
 


(c)           Commitment Reductions, Generally.  Once reduced in accordance with this Section 2.04, the Aggregate Revolving Commitment may not be increased.  Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.04 shall be applied pro rata to each Lender's Revolving Commitment.  All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination.  The Administrative Agent shall promptly notify the affected Lenders of any such reduction or termination of the Aggregate Revolving Commitment.
 
2.05           Voluntary Prepayments.
 
(a)           The Borrower may, prior to 11:00 a.m., upon at least three Business Days' written notice by the Borrower to the Administrative Agent in the case of Eurodollar Loans, and prior to 9:00 a.m., upon two Business Days' written notice on any Business Day in the case of Base Rate Loans, prepay Revolving Loans and/or Term B Loans, as the Borrower may elect, in whole or in part, in amounts of $1,000,000 or an integral multiple of $500,000 in excess thereof.
 
(b)           Any notice of prepayment delivered pursuant to this Section 2.05 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term B Loans and the Type of Loans to be prepaid.  The Administrative Agent will promptly notify each affected Lender thereof and of such Lender's pro rata portion of such prepayment.  If such notice is given by the Borrower and not withdrawn, the Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein together with accrued interest to each such date on the amount prepaid and the amounts, if any, required pursuant to Section 3.05; provided that interest to be paid in connection with any such prepayment of Base Rate Loans (other than a prepayment in full) shall instead be paid on the next occurring Interest Payment Date.
 
(c)           Any prepayment of Term B Loans pursuant to this Section 2.05 shall be applied to the remaining scheduled installments of Term B Loans to be made pursuant to Section 2.07(a) pro rata (based on the then remaining amounts of such remaining installments).
 
2.06           Mandatory Prepayments.
 
(a)
 
(i)           If on any date the aggregate unpaid principal amount of outstanding Revolving Loans made under the Revolving Commitments, plus the outstanding L/C Obligations (to the extent not Cash Collateralized pursuant to clause (ii) below or as provided for in Section 2.03(g)) exceeds the Aggregate Revolving Commitment, then the Borrower shall immediately prepay the amount of such excess.  Any payments on Revolving Loans made under the Revolving Commitments pursuant to this Section 2.06(a)(i) shall be applied pro rata among the Lenders with Revolving Commitments.
 


(ii)           If on any date the aggregate amount of all L/C Obligations shall exceed the Letter of Credit Commitment, the Borrower shall Cash Collateralize on such date an amount equal to the excess of the L/C Obligations over the Letter of Credit Commitment.
 
(iii)           If on any date the aggregate unpaid principal amount of outstanding Incremental Revolving Loans made under an Incremental Facility exceeds the aggregate amount of the Incremental Revolving Commitments relating to such Incremental Facility, then the Borrower shall immediately prepay the amount of such excess.  Any payments on Incremental Revolving Loans made under an Incremental Facility pursuant to this Section 2.06(a)(iii) shall be applied  pro rata among the applicable Incremental Revolving Lenders having Incremental Revolving Commitments with respect to such Incremental Facility.
 
(b)
 
(i)           If on any date any Nexstar Entity shall make any Disposition, an amount equal to 100% of the Net Cash Proceeds from such Disposition shall be applied on such date to prepay outstanding principal of the Term B Loans and the Revolving Loans on a pro rata basis among such Loans, provided that with respect to no more than $2,000,000 in the aggregate of the Net Cash Proceeds received in connection with any Disposition, the Net Cash Proceeds therefrom shall not be required to be so applied if no Default then exists and, provided further, that this requirement for mandatory prepayment will be further reduced to the extent that the Borrower elects, as hereinafter provided, to attempt to cause some or all of such Net Cash Proceeds to be reinvested in Reinvestment Assets.  The Borrower may elect to attempt to cause some or all of the Net Cash Proceeds from a Disposition to be reinvested in Reinvestment Assets during the Reinvestment Period (a "Reinvestment Election") if (x) no Default exists on the date of such Reinvestment Election and (y) such Reinvestment Election is made by the delivery of a Reinvestment Notice to the Administrative Agent on or before the date of the consummation of such Disposition, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Disposition equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice.
 
(ii)           Nothing in this Section 2.06 (b) shall be deemed to permit any Disposition not otherwise permitted under this Agreement.
 
(iii)           On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Loans on a pro rata basis among such Loans.
 
(c)           Within 90 days after any Nexstar Entity receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses and taxes incurred in connection with such Recovery Event and the collection of the proceeds thereof) shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Loans on a pro rata basis among such Loans; provided that so long as no Default then exists, this requirement for mandatory prepayment shall be reduced by any amounts (i) actually applied on or before such 90th day or (ii) committed in writing on or before such 90th day to be applied to the replacement or restoration of the assets subject to such Recovery Event within 365 days after such Recovery Event and; provided further that with respect to no more than $1,000,000 in the aggregate of the proceeds received from any Recovery Event, the proceeds therefrom shall not be required to be so applied if no Default then exists.
 
(d)           On each date which is 90 days after the last day of each Fiscal Year commencing with the Fiscal Year ending on December 31, 2005, an amount equal to 75% of the Excess Cash Flow of the Borrower for such Fiscal Year shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Loans on a pro rata basis among such Loans; provided that (A) if the Consolidated Total Leverage Ratio on the last day of each of the last two consecutive Fiscal Quarters during such Fiscal Year is equal to or less than 5.50:1.00, an amount equal to 50%, and not 75%, of the Excess Cash Flow of the Borrower for such Fiscal Year shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Loans on a pro rata basis among such Loans, and (B) if the Consolidated Total Leverage Ratio on the last day of each of the last two consecutive Fiscal Quarters during such Fiscal Year is equal to or less than 4.50:1.00, then no payment in respect of such Fiscal Year shall be required pursuant to this Section 2.06(d) and, provided further that with respect to each Fiscal Year, the amount which would otherwise be payable pursuant to this Section 2.06(d) may be reduced by $2,000,000 so long as no Default exists on such 90th day.
 
(e)           On the Business Day after the date of the receipt by any Nexstar Entity of Net Issuance Proceeds from any sale or issuance of Capital Stock (including the Permitted Parent Preferred Equity described in Section 7.05(j)) or cash capital contribution other than Excluded Proceeds, the Borrower shall prepay outstanding principal of the Term B Loans and the Revolving Loans, on a pro rata basis among such Loans, in an amount equal to 50% of such Net Issuance Proceeds, provided so long as no Default exists on the date of such issuance, the amount of the prepayments required to be made under this Section 2.06(e) shall be reduced to the extent (but only to the extent) that such Net Issuance Proceeds are used or to be used in connection with an Acquisition made in accordance with the terms of Section 7.04 (including by waiver or consent) which a Nexstar Entity commits to in writing pursuant to a stock purchase agreement (or similar agreement) within six months after the date of such issuance; provided further that at any time after the expiration of such six month period, if (A) the definitive agreement executed in connection with any such Acquisition is terminated, expires or otherwise becomes ineffective prior to the consummation of such Acquisition, (B) the Borrower is no longer pursuing the consummation of the Acquisition in good faith or (C) such Acquisition is not consummated within 18 months from the date the Nexstar Entity committed in writing to such Acquisition, then the amount of prepayments required to be made under this Section 2.06(e) shall be increased by the amount of such Net Issuance Proceeds that were not used to consummate such Acquisition; and provided further that during the existence of a Default, the Borrower shall prepay outstanding principal of the Term B Loans and the Revolving Loans, on a pro rata basis among such Loans, in an amount equal to 100% of such Net Issuance Proceeds.
 
 


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(f)           If on any date any Nexstar Entity shall incur or issue any Indebtedness (other than (x) the Permitted Parent Preferred Equity described in Section 7.05(j) and (y) Indebtedness described in subsections (a) - (d), (f) - (i) of Section 7.05), then on each such date of incurrence or issuance an amount equal to the amount of the Net Debt Proceeds received with respect to such Indebtedness shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Loans, on a pro rata basis among such Loans; provided that so long as no Default exists on the date of such incurrence or issuance, the amount of the prepayments required to be made under this Section 2.06(f) shall be reduced to the extent (but only to the extent) that such Net Debt Proceeds are used or to be used in connection with an Acquisition made in accordance with Section 7.04 (including by waiver or consent) which a Nexstar Entity commits to in writing pursuant to a stock purchase agreement (or similar agreement) within six months after the date of such incurrence or issuance of Indebtedness; provided further that at any time after the expiration of such six month period, if (A) the definitive agreement executed in connection with any such Acquisition is terminated, expires or otherwise becomes ineffective prior to the consummation of such Acquisition, (B) the Borrower is no longer pursuing the consummation of the Acquisition in good faith or (C) such Acquisition is not consummated within 18 months from the date the Nexstar Entity committed in writing to such Acquisition, then the amount of prepayments required to be made under this Section 2.06(f) shall be increased by the amount of such Net Debt Proceeds that were not used to consummate such Acquisition.
 
(g)           Intentionally Omitted.
 
(h)           The Borrower shall pay, together with each prepayment under this Section 2.06, accrued interest on the amount prepaid and any amounts required pursuant to Section 3.05; provided that interest to be paid in connection with any such prepayment of Base Rate Loans (other than a prepayment in full) shall instead be paid on the next occurring Interest Payment Date.
 
(i)           Any prepayments pursuant to this Section 2.06 made on a day other than an Interest Payment Date for any Loan shall be applied first to any Base Rate Loans then outstanding and then to Eurodollar Loans with the shortest Interest Periods remaining.
 
(j)           Any prepayment of Term B Loans pursuant to this Section 2.06 shall be applied to the remaining scheduled installments of Term B Loans to be made pursuant to Section 2.07(a), pro rata (based on the then remaining amounts of such remaining installments).
 
(k)           Notwithstanding anything to the contrary contained in this Section 2.06, any Term B Lender may elect, by delivering written notice to the Administrative Agent prior to the receipt thereof, not to receive its pro rata portion of any mandatory prepayment that would otherwise be payable to such Term B Lender pursuant to this Section 2.06, whereupon such portion shall be reallocated to prepay the outstanding principal amount of all Term B Loans and Revolving Loans other than the Term B Loans held by such Term B Lender and any other Term B Lender that has elected not to receive its pro rata portion of such mandatory prepayment, on a pro rata basis among such Loans.
 
2.07           Repayment of Loans.
 
(a)           The Term B Loans.  The Term B Loans shall mature, and the outstanding principal amount thereof shall be due and payable in full (together with all accrued and unpaid interest thereon), on the Stated Term B Maturity Date.  In addition, on the last day of each Fiscal Quarter (or, in the case of the final principal installment to be repaid in Fiscal Year 2012, on the Stated Term B Maturity Date), commencing on December 30, 2005, the Borrower shall repay, and there shall become due and payable, a quarterly principal installment on the Term B Loans in an amount equal to 0.25% of the Aggregate Outstanding Term B Loan Balance on December 30, 2005 (immediately prior to the installment payable on such date); provided that the final principal installment in the amount of the then unpaid principal amount of the Term B Loans, together with all unpaid Obligations accrued in connection with such Term B Loans, shall be due on the Stated Term B Maturity Date.
 
(b)           Application of Term B Loan Payments.  Subject to Section 2.06(k) and Section 10.19(k), any payment made on Term B Loans pursuant to this Section 2.07, Section 2.05, Section 2.06 or Section 10.19 shall be applied pro rata to each Lender's Term B Loans in accordance with such Lender's Term B Facility Percentage.
 
(c)           The Revolving Loans.  Each Revolving Loan shall mature, and the outstanding principal amount thereof shall be due and payable in full (together with all accrued and unpaid interest thereon) on the Stated Revolving Credit Maturity Date.
 
(d)           All Obligations.  The aggregate amount of all outstanding and unpaid Obligations shall be due and payable in full on October 1, 2012.
 
(e)           Application of Revolving Loan Payments.  Any payment made on Revolving Loans pursuant to this Section 2.07, Section 2.05, Section 2.06 or Section 10.19 shall be applied pro rata to each Lender's Revolving Loans in accordance with such Lender's Revolving Facility Percentage.
 
2.08           Interest.
 
(a)           Subject to the provisions of subsection (b) below, (i) each Eurodollar Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Margin, but in no event in excess of the Highest Lawful Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin, but in no event in excess of the Highest Lawful Rate.
 
(b)
 
(i)           If (A) any amount of principal of any Loan, or any regularly scheduled amount payable hereunder or under any other Loan Document, is not paid in full when due (subject to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, or (B) an Event of Default shall have occurred and be continuing, all amounts bearing interest hereunder shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws, but in no event in excess of the Highest Lawful Rate.
 
(ii)           If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (subject to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then all amounts bearing interest hereunder shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws, but in no event in excess of the Highest Lawful Rate.
 
(iii)           Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
 
(c)           Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
 
2.09           Fees.  In addition to certain fees described in subsections (i) and (j) of Section 2.03:
 
(a)           The Borrower shall pay to the Administrative Agent for the ratable account of each Lender with a Revolving Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Stated Revolving Credit Maturity Date and the date on which the Aggregate Revolving Commitments shall have been terminated in full, an aggregate commitment fee (the "Revolving Commitment Fee") on the daily average amount for the quarterly period then ended of the Aggregate Available Revolving Commitment equal to 0.75% per annum.  The Revolving Commitment Fee shall begin to accrue on and after the Effective Date and shall cease to accrue on the earlier of the Stated Revolving Credit Maturity Date and the date on which the Aggregate Revolving Commitments shall have been terminated in full.
 
 


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(b)           Other Fees.
 
(i)           The Borrower shall pay to the Joint Lead Arrangers, Joint Book Managers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
 
(ii)           The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
 
(c)           Fees under Existing Nexstar Credit Agreement.  Notwithstanding anything to the contrary in this Agreement, all fees which, as of the Effective Date, remain outstanding under the Existing Nexstar Credit Agreement will be due and payable on the first payment date scheduled for payment of fees under this Agreement occurring after the Effective Date.
 
2.10           Computation of Interest and Fees.  All computations of commitment fees, and interest payable in respect of Base Rate Loans when the Base Rate is determined by Bank of America's "prime rate" shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360 day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
 
2.11           Evidence of Debt.
 
(a)           The Credit Events made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Events made by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Revolving Loan Note and/or a Term B Loan Note, as applicable, which shall evidence such Lender's Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
 
(b)           In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
 
2.12           Payments Generally; Administrative Agent's Clawback.
 
(a)           General.  All payments (including prepayments) to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent's Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its share, if any, of such payment in like funds as received by wire transfer to such Lender's Lending Office.  All payments received by the Administrative Agent after 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue to (but excluding) such next succeeding Business Day.  If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall instead come due on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
 
(b)
 
(i)           Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender's Loan included in such Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
 
(ii)           Payments by Borrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
 
A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
 
(c)           Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Event set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
 
(d)           Obligations of Lenders Several.  The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 10.04(c) are several and not joint.  The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c).
 
(e)           Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
 
2.13           Sharing of Payments by Lenders.   If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations held by it resulting in such Lender's receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:
 
(i)           if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
 
(ii)           the provisions of this Section shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than to the Borrower or any Subsidiary or any Affiliate of either thereof (as to which the provisions of this Section shall apply) or (C) any payment obtained by the L/C Issuer in connection with Cash Collateralizing any L/C Obligations, any other Cash Collateral or other arrangements made in respect of an Impacted Lender.
 
Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.
 
2.14           Security Documents and Guaranty Agreements.
 
(a)           All Obligations under this Agreement and all other Loan Documents shall be secured in accordance with the Security Documents.
 
(b)           All Obligations under this Agreement and all other Loan Documents shall be unconditionally guaranteed by the Parent Guarantors and the Subsidiary Guarantors pursuant to the Nexstar Guaranty Agreement.
 

 


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ARTICLE III.
 
TAXES, YIELD PROTECTION AND ILLEGALITY
 
3.01           Taxes.
 
(a)           Payments Free of Taxes.  Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.
 
(b)           Payment of Other Taxes by the Borrower.  Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.
 
(c)           Indemnification by the Borrower.  The Borrower shall indemnify the Administrative Agent, each Lender and the L/C Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.
 
(d)           Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
 
(e)           Status of Lenders.  Each Foreign Lender shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit payments to be made hereunder without withholding.  In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
 
Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), whichever of the following is applicable:
 
(i)           duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,
 
(ii)           duly completed copies of Internal Revenue Service Form W-8ECI,
 
(iii)           in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or
 
(iv)           any other form or similar documentation prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower to determine the withholding or deduction required to be made.
 
(f)           Treatment of Certain Refunds.  If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority.  This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.
 
3.02           Illegality.  If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.
 
 


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3.03           Inability to Determine Rates.  If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.
 
3.04           Increased Costs; Reserves on Eurodollar Loans.
 
(a)           Increased Costs Generally.  If any Change in Law shall:
 
(i)           impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer;
 
(ii)           subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or
 
(iii)           impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;
 
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
 
(b)           Capital Requirements.  If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender's or the L/C Issuer's holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or the L/C Issuer's capital or on the capital of such Lender's or the L/C Issuer's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender's or the L/C Issuer's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender's or the L/C Issuer's holding company for any such reduction suffered.
 
(c)           Certificates for Reimbursement.  A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section 3.04 and delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.
 
(d)           Delay in Requests.  Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender's or the L/C Issuer's right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the L/C Issuer's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
 
3.05           Compensation for Losses.  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
 
(a)           any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
 
(b)           any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or
 
(c)           any assignment of a Eurodollar Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;
 
including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
 
For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Loan was in fact so funded.
 
3.06           Mitigation Obligations; Replacement of Lenders.
 
(a)           Designation of a Different Lending Office.  If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
 
(b)           Replacement of Lenders.  If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.
 
3.07           Survival.  All of the Borrower's obligations under this Article III shall survive termination of the Commitments and repayment of all other Obligations hereunder.
 
 


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ARTICLE IV.
 

 
CONDITIONS PRECEDENT
 
4.01           Conditions to the Effective Date.  The occurrence of the Effective Date and the obligation of the Lenders to make Loans or purchase L/C Advances and the L/C Issuer to issue Letters of Credit on the Initial Borrowing Date are subject to the receipt by the Administrative Agent prior to or concurrently with the occurrence of the Effective Date and the making of Loans and the issuance of Letters of Credit on the Initial Borrowing Date of each of the items set forth in this Section 4.01 in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and in sufficient copies for each Lender:
 
(a)           Fourth Amended and Restated Credit Agreement.  This Agreement duly executed and delivered by the Parent Guarantors, the Borrower, the Administrative Agent, the Co-Syndication Agents, the L/C Issuer, each of the other Lenders and by each of the other parties listed on the signature pages hereof (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of a facsimile or other written confirmation from such party of execution of a counterpart of this Agreement by such party).
 
(b)           Closing Certificates.  A Closing Certificate of each Credit Party, dated the Effective Date, duly executed on such Credit Party's behalf by a Responsible Officer and the Secretary or any Assistant Secretary of such Credit Party, together with:
 
(i)           original certificates of existence and good standing, dated not more than 10 days prior to the Effective Date, from appropriate officials of each Credit Party's respective state of incorporation or organization and certificates of good standing and authority to do business, dated not more than 10 days prior to Effective Date, from appropriate officials of any and all jurisdictions where each Credit Party's property or business makes qualification to transact business therein necessary and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect;
 
(ii)           copies of Board Resolutions of each Credit Party approving the Loan Documents to which such Credit Party is a party and authorizing the transactions contemplated herein and therein, duly adopted at a meeting of, or by the unanimous written consent of, the Board of Directors of such Credit Party; and
 
(iii)           a copy of all Charter Documents of each Credit Party.  The articles/certificate of incorporation (or equivalent limited liability company document) of each Credit Party shall be accompanied by an original certificate issued by the Secretary of the State of incorporation or organization of such Credit Party, dated not more than 10 days prior to the Effective Date, certifying that such copy is correct and complete.
 
(c)           Legal Opinions.
 
(i)           An opinion of Kirkland & Ellis, counsel to the Credit Parties, addressed to the Administrative Agent and the Lenders, which opinion shall cover such matters incident to the transactions contemplated herein and in the other Loan Documents as the Administrative Agent may reasonably request and shall be in form and substance reasonably satisfactory to the Administrative Agent; and
 
(ii)           an opinion of FCC counsel to the Credit Parties addressed to the Administrative Agent and the Lenders, which opinion shall cover such matters incident to the transactions contemplated herein and in the other Loan Documents as the Administrative Agent may reasonably request and shall be in form and substance reasonably satisfactory to the Administrative Agent.
 
(d)           Certificates.  A certificate of each Credit Party executed on such Credit Party's behalf by a Responsible Officer of such Credit Party, dated as of the Effective Date, stating that:
 
(i)           the representations and warranties of the Parent Guarantors and the Borrower contained in Article V and the representations and warranties of the other Credit Parties set forth in the Loan Documents to which they are a party are true and correct on and as of such date, as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided, however, that on the Initial Borrowing Date, the Borrower shall not make the representations set forth in (x) Section 5.11(c) with respect to clause (i) of the definition of "Material Adverse Effect" and (y) Section 5.11 (d);
 

 


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(ii)           no Default exists both before and after giving effect to any Borrowing or the issuance of any Letter of Credit on the Initial Borrowing Date; and
 
(iii)           after giving effect to the initial Credit Event under this Agreement, no Nexstar Entity will have any Indebtedness outstanding except as shall be permitted under Section 7.05.
 
(e)           Financial Statements.  Consolidated audited financial statements of the Nexstar Entities for Fiscal Year 2004.
 
(f)           Solvency Certificate.  The Solvency Certificate.
 
(g)           Information Certificate.  The Information Certificate containing information not otherwise provided in the Security Documents.
 
(h)           Confirmation Agreements.  Confirmation Agreements duly executed by a Responsible Officer of the respective Credit Party, substantially in the form of Exhibits D-1, D-2, D-3 and D-4.
 
(i)           Revolving Reallocation Letter. A Revolving Reallocation Letter duly executed by the Revolving Lenders, the Nexstar Entities and the Mission Borrower.
 
(j)           Other Documents.  Such other approvals, opinions or documents, including financing statements, as either Agent or any Lender may reasonably request.
 
4.02           Additional Conditions to the Effective Date.  The occurrence of the Effective Date and the obligation of the Lenders to make Loans and the L/C Issuer to issue Letters of Credit on the Initial Borrowing Date are subject to the satisfaction, prior to or concurrently with the occurrence of the Effective Date and the making of Loans and the issuance of Letters of Credit on the Initial Borrowing Date of the other conditions precedent set forth below, each in a manner reasonably satisfactory to the Administrative Agent and the Lenders:
 
(a)           Mission Credit Agreement.  On or prior to the Effective Date, the Mission Borrower shall have entered into the Mission Credit Agreement and related loan documents, and shall have utilized the proceeds from same to incur up to $220,200,000 in Indebtedness to refinance the Indebtedness outstanding under the Existing Mission Credit Agreement (as defined in the Mission Credit Agreement), all on a basis which is satisfactory to the Administrative Agent and the Lenders.
 
(b)           No Restraints.  There shall exist no judgment, order, injunction or other restraint which would prevent or delay the consummation of, or impose materially adverse conditions upon this Agreement and the other Loan Documents, the Mission Credit Agreement and related documents or any of the transactions contemplated in connection with any of the foregoing.
 

 


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(c)           Margin Regulations.  All Loans made under this Agreement shall be in full compliance with all applicable Requirements of Law, including, without limitation, Regulations T, U and X of the Federal Reserve Board.
 
(d)           Fees.  The Administrative Agent, the L/C Issuer and the other Lenders shall have received (i) all fees and expenses that are due and payable on or before the Effective Date pursuant to this Agreement and any other Loan Document and (ii) an amount equal to the estimated fees and expenses of Winstead Sechrest & Minick P.C. incurred in connection with the preparation, examination, negotiation, execution and delivery of this Agreement, the other Loan Documents and the consummation of the transactions contemplated herein.
 
(e)           Intentionally Deleted.
 
(f)           Governmental and Third Party Approvals.  All material Authorizations and third-party approvals (including, without limitation, all FCC Licenses and consents) necessary or appropriate in connection with this Agreement or the other Loan Documents, the Mission Loan Documents, and the other transactions contemplated herein  and in the other Loan Documents shall have been obtained and shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose materially adverse conditions on this Agreement, the other Loan Documents, the Mission Loan Documents, or any of the other transactions contemplated herein or therein.
 
(g)           All Proceedings Satisfactory.  All corporate and other proceedings taken prior to or on the Effective Date in connection with this Agreement, the other Loan Documents and the transactions contemplated herein and all documents and evidences incident thereto shall be satisfactory in form and substance to the Lenders, and the Lenders shall have received such copies thereof and such other materials (certified, if requested) as they may have reasonably requested in connection therewith.
 
Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in Section 4.01 and Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
 
4.03           Conditions to All Borrowings and the Issuance of Any Letters of Credit.  The obligation of the Lenders to make or convert any Loans agreed to be made by them hereunder and the obligation of the L/C Issuer to issue, renew or amend any Letter of Credit (including any initial Loans to be made or Letters of Credit to be issued on the Initial Borrowing Date) are subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date or date of issuance of a Letter of Credit, as applicable.
 

 


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(a)           Request for Credit Extension.  The Administrative Agent (and the L/C Issuer, in the case of any issuance of a Letter of Credit) shall have received, as applicable, a Request for Credit Extension.
 
(b)           Representations and Warranties.  Each of the representations and warranties made by the Credit Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such Borrowing Date or date of issuance of a Letter of Credit as if made on and as of such date, both before and after giving effect to the Credit Event requested to be made on such date and the proposed use of the proceeds thereof (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date).
 
(c)           No Default.  No Default shall exist both before and after giving effect to the Credit Event requested to be made on such date and the proposed use of proceeds thereof.
 
(d)           No Material Adverse Effect.  On each Borrowing Date other than the Initial Borrowing Date, no events shall have occurred since the Effective Date which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
 
(e)           Pro Forma Compliance.  The Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer (i) demonstrating in detail acceptable to the Administrative Agent, pro-forma compliance with both the Consolidated Total Leverage Ratio and Consolidated Senior Leverage Ratio on such date of borrowing after giving effect to all proposed borrowings and use of proceeds on such date (calculated using Consoli