FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT

TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 28, 2013 (this "First 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 Fifth Amended and Restated Credit Agreement, dated December 3, 2012 (as amended, supplemented, and restated or otherwise modified and in effect from time to time, prior to the date hereof, the "Existing Credit Agreement", and as amended hereby, the "Credit Agreement"), by and among the Borrower, the Ultimate Parent, Nexstar Finance Holdings, the lending institutions party thereto (the "Lenders") and the Administrative Agent.  Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the Borrower is a party to that certain Stock Purchase Agreement, dated as of April 24, 2013, by and among Communications Corporation of America, the parties listed on Schedule 1.1 thereto, the Borrower, the Mission Borrower and SPComCorp, LLC (the "CCA Acquisition Agreement");

WHEREAS, pursuant to the CCA Acquisition Agreement, the Borrower will acquire, directly or indirectly, from the stockholders of Communications Corporation of America all of the equity interests of Communications Corporation of America and its subsidiaries (the "CCA Acquisition").  The Mission Borrower will acquire, directly or indirectly, from Xxxxxx Enterprises, LLC all of the equity interests in White Knight Holdings, Inc. and its subsidiaries (the "WK Acquisition", and together with the CCA Acquisition, the "Acquisitions").  Immediately upon the consummation of the Acquisitions, Borrower will transfer certain assets acquired during the CCA Acquisition to the Mission Borrower pursuant to that certain Asset Purchase Agreement, dated April 24, 2013 by and between Borrower and the Mission Borrower.  Immediately upon the consummation of the Acquisitions Borrower may transfer certain assets acquired during the CCA Acquisition to Rocky Creek Communications, Inc., a Delaware Corporation ("Rocky Creek"), pursuant to that certain Asset Purchase Agreement, dated April 24, 2013 by and between Borrower and Rocky Creek.  Immediately upon the consummation of the Acquisitions, the Mission Borrower may transfer certain assets acquired through the WK Acquisition to Rocky Creek pursuant to that certain Asset Purchase Agreement, dated April 24, 2013, by and between the Mission Borrower and Rocky Creek.

WHEREAS, pursuant to Section 2.14 of the Credit Agreement, the Borrower has requested that Incremental Term Loans be made available to the Borrower, and the Additional Lenders and the Administrative Agent have agreed, upon the terms and subject to conditions set forth herein, that the Additional Lenders will make Incremental Loans as follows (a) the Term A Lenders will make Term A Loans to the Borrower in an aggregate principal amount of $144,000,000, the proceeds of which will be used to finance the CCA Acquisition, to  pay certain fees and expenses related to the Transactions (as defined below) and for general corporate purposes (the entry into this First Amendment and the borrowings of the Term A Loans hereunder and any or all of the foregoing transactions referred to in this paragraph, collectively, the "Transactions");

WHEREAS, in connection with the Term A Loans, (1) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxx Fargo Securities, LLC, RBC Capital Markets1 and Credit Suisse Securities (USA) LLC are Joint Lead Arrangers and Joint Bookrunners, (2) Bank of America, N.A. is Administrative Agent, (3) Xxxxx Fargo Bank, National Association, Royal Bank of Canada and Credit Suisse AG are Co-Syndication Agents and (4) The Royal Bank of Scotland plc, Suntrust Bank and Xxxxxx Xxxxxxx Bank, N.A. are Co-Documentation Agents;

WHEREAS, the Borrower, the Ultimate Parent, Nexstar Finance Holdings, the Term A Lenders and the several Lenders party to this First Amendment (which Lenders constitute the Majority Lenders as required under the Credit Agreement to effect the amendment intended hereby) and the Administrative Agent have agreed to modify certain terms and conditions of the Credit Agreement as specifically set forth in this First 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 parties hereby agree as follows:

§1. Amendment to Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

§2. Amendment of the Existing Credit Agreement.  Pursuant to Section 2.14 and Section 10.01 of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 4 hereof, on and as of the First Amendment Closing Date:

(a) It is understood and agreed that the Term A Loans are "Incremental Term A Loans", the Term A Loans are "Incremental Term Loans", the Term A Lenders are "Additional Lenders", the Term A Commitments are "Commitments" in respect of the Incremental Facilities and this First Amendment is an "Incremental Facility Amendment", in each case, as defined in the Existing Credit Agreement.  It is further understood and agreed that this First Amendment and the Credit Agreement are each a "Loan Document" as defined in the Existing Credit Agreement.

(b) Effective as of the First Amendment Closing Date, the Existing Credit Agreement (excluding Exhibits and schedules thereto) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: doubled underlined text) as set forth in the pages of the Existing Credit Agreement attached as Annex I hereto.

(c) Exhibit A to the Existing Credit Agreement is hereby amended in its entirety and replaced with the document attached as Exhibit A to Annex II hereto.

(d) Exhibit C-3 is added as a new Exhibit to the Credit Agreement as set forth in Annex II hereto.

(e) The Schedules to the Existing Credit Agreement are hereby amended by (i) replacing Schedule 1.01(c) to the Existing Credit Agreement with Schedule 1.01(c) attached to Annex II hereto and (ii) adding a new Schedule 2.01(a) as set forth in Annex II hereto.

§3. Joinder.  Pursuant to Section 2.14 of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 4 hereof, on and as of the First Amendment Closing Date:

(a) Each Term A Lender hereby agrees to provide the Term A Commitment set forth on Schedule 2.01(a) as set forth in Annex II hereto pursuant to and in accordance with Section 2.01(d) of the Credit Agreement.  The Term A Commitments provided pursuant to this Agreement shall (i) constitute Term A Commitments for all purposes of the Credit Agreement and the other applicable Loan Documents, (ii) be subject to all of the terms in the Credit Agreement and to the conditions specified in Section 2.01(d) of the Credit Agreement, (iii) be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and (iv) without limiting the foregoing, benefit equally and ratably from each of the Guaranties and Liens created by the Security Documents.  Subject to the terms and conditions of the Credit Agreement, each Term A Lender hereby agrees to make Term A Loans to the Borrower in an aggregate amount equal to its Term A Commitment in accordance with Section 2.01(d) of the Credit Agreement. For the avoidance of doubt, each Term A Lender hereby consents to the First Amendment.

(b) Each of the undersigned Term A Lender, the Administrative Agent, the Borrower and the Parent Guarantors acknowledges and agrees that upon the execution by such Term A Lender of this First Amendment and the occurrence of the First Amendment Closing Date, such Term A Lender shall (x) in the case of any Term A Lender that is an existing Lender under the Credit Agreement, continue to be a “Lender” for all purposes of, and subject to all the obligations of a “Lender” under the Credit Agreement and the other Loan Documents and (y) in the case of any Term A Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and shall become, a “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents.

(c) Each Term A Lender that is not an existing Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Arrangers or any other Term A Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.  The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the inclusion as an "Additional Lender" of each of the Term A Lenders that is a party to this First Amendment that is not an existing Lender or Affiliate of an existing Lender or an Approved Fund.

(d) Each Term A Lender shall deliver herewith to the Administrative Agent and the Borrower all such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Term A Lender may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.

§4. Conditions to Effectiveness.  This First Amendment shall become effective as of the date set forth above upon the satisfaction of the following conditions:

(a) there shall exist no Default both immediately before and after giving effect to this First Amendment;

(b) the Administrative Agent shall have received a counterpart signature page to this First Amendment, duly executed and delivered by the Borrower, the Ultimate Parent, Nexstar Finance Holdings, each Guarantor, the owners of the Capital Stock of the Mission Borrowers (the "Pledgors"), the Majority Lenders and the Term A Lenders;

(c) the Administrative Agent shall have received a counterpart signature page to the Term A Reallocation Letter, duly executed and delivered by the Borrower, the Term A Lenders and the Mission Term A Lenders;

(d) the Administrative Agent shall have received a certified copy of the CCA Acquisition Documents, duly executed by the parties thereto (together with all exhibits and schedules thereto), and each of which shall be in full force and effect;

(e) the representations and warranties set forth in this First Amendment shall be true and correct in all material respects as of the date of this First Amendment (except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (2) that any representation or warranty that is qualified by "materiality" or "Material Adverse Effect" shall be true and correct in all respects);

(f) the Mission Credit Agreement shall be amended on substantially similar terms for the Mission Borrower as the terms set forth in this First Amendment;

(g) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying (A) as to compliance with clauses (i) – (iii) of the proviso to Section 2.14(a) of the Credit Agreement, together with a pro forma compliance certificate detailing the calculations required by clause (ii) of such proviso, (B) and attaching the resolutions adopted by the Borrower approving or consenting to the First Amendment;

(h) the Administrative Agent shall have received a Term A Loan Note executed by the Borrower in favor of each Lender requesting a Term A Loan Note;

(i) the Administrative Agent shall have received evidence of the satisfaction of each of the conditions set forth in Section 4.02 of the Credit Agreement;

(j) the Administrative Agent shall have received, for the account of each existing Term B Lender timely executing this First Amendment prior to 3 p.m. on June 27, 2013, an amendment fee equal to five basis points (0.05%) of the aggregate Outstanding Amount of the Term B Loans of such Lender;

(k) the Administrative Agent shall have received, for the account of each Term A Lender, an upfront fee equal to twenty-five basis points (0.25%) on each Term A Lender's Applicable Percentage of the aggregate amount of Term A Loans funded to the Borrower on the First Amendment Closing Date.  For the avoidance of doubt, this fee is the same upfront fee set forth in paragraph 3(i) of the First Amendment Arranger Fee Letter; and

(l) the Borrower shall have paid all reasonable invoiced fees and expenses of the Administrative Agent's counsel, Xxxxxxxx PC, and the Administrative Agent shall have received evidence of payment of all other reasonable and documented out-of-pocket costs and expenses (including, without limitation, legal fees and expenses) that have been invoiced prior to the effective date of this First Amendment.

§5. 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 (as amended) and the Mission Loan Documents.

§6. Representations and Warranties.  Each of the Nexstar Entities represents and warrants to the Administrative Agent and the Lenders, immediately after giving effect to this First Amendment, as follows:

(a) Representations and Warranties.  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 First Amendment), 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.

(b) Enforceability.  The execution and delivery by the Nexstar Entities of this First Amendment, and the performance by the Nexstar Entities of this First Amendment and the Credit Agreement, as amended hereby, and each of the Loan Documents (and amendments, restatements and substitutions therefore in connection with this First Amendment) are within the corporate authority of each of the Nexstar Entities and have been duly authorized by all necessary corporate proceedings.  This First Amendment and the Credit Agreement, as amended, and each of the Loan Documents (and amendments, restatements and substitutions therefore in connection with this First Amendment) hereby, constitute valid and legally binding obligations of each of the Nexstar Entities, enforceable against it in accordance with their terms, except as enforceability may be limited by Debtor Relief Laws and by general principles of equity.

(c) No Default.  No Default has occurred and is continuing, and no Default will result from the execution, delivery and performance by the Nexstar Entities of this First Amendment, the other Loan Documents or from the consummation of the transactions contemplated herein.

§7. No Other Amendments, etc.

(a) Except as expressly provided in this First 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 First 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.

(b) Without limiting the foregoing, each of the Loan Parties to the Guaranties and the Security Documents hereby (i) acknowledges and agrees that the Term A Loans are Loans and the Term A Lenders are Lenders, (ii) acknowledges and agrees that all of its obligations under the Nexstar Guaranty Agreements, the Nexstar Guaranty of the Mission Obligations and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis, (iii) reaffirms each Lien granted by each Loan Party to the Collateral Agent for the benefit of the Secured Parties (including the Term A Lenders) and reaffirms the guaranties made pursuant to the Nexstar Guaranty Agreements and the Nexstar Guaranty of the Mission Obligations, (iv) acknowledges and agrees that the grants of security interests by and the guaranties of the Loan Parties contained in the Nexstar Guaranty Agreements, the Nexstar Guaranty of the Mission Obligations and the Security Documents are, and shall remain, in full force and effect after giving effect to the First Amendment, (v) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, the Term A Loans, and (vi) agrees that all Obligations are Guaranteed Obligations (as defined in the Guaranties).

§8. Execution in Counterparts.  This First 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 First 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.

§9. Interpretation.  This First 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 First 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.

§10. Governing Law.  This First Amendment shall be governed by, and construed in accordance with, the law of the State of New York applicable to agreements made and to be performed entirely within such state.

§11. Miscellaneous.  The captions in this First Amendment are for convenience of reference only and shall not define or limit the provisions hereof.  The parties hereto acknowledge and agree that this First Amendment is subject to the terms of the 2010 Intercreditor Agreement.

 [Remainder of Page Intentionally Left Blank]

 

1 RBC Capital Markets is a marketing name for the investment banking activities of Royal Bank of Canada.

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

The Borrower:

NEXSTAR BROADCASTING, INC.

By:	/s/ Xxxxxx X. Xxxxxx
Name:	Xxxxxx X. Xxxxxx
Title:	Chief Financial Officer

The Parent Guarantors:

NEXSTAR BROADCASTING GROUP, INC.

By:	/s/ Xxxxxx X. Xxxxxx
Name:	Xxxxxx X. Xxxxxx
Title:	Chief Financial Officer

NEXSTAR FINANCE HOLDINGS, INC.

By:	/s/ Xxxxxx X. Xxxxxx
Name:	Xxxxxx X. Xxxxxx
Title:	Chief Financial Officer

[Signature Page to First Amendment to Fifth Amended and Restated Credit Agreement]

The Administrative Agent:

BANK OF AMERICA, N.A.,

as Administrative Agent

By:	/s/ Xxx X. Xxxxxx
Name:	Xxx X. Xxxxxx
Title:	Vice President

[Signature Page to First Amendment to Fifth Amended and Restated Credit Agreement]

The Lenders:

BANK OF AMERICA, N.A., as a Lender, an L/C Issuer and Swing Line Lender

By:	/s/ Xxxxxxx X. Xxxxx, Xx.
Name:	Xxxxxxx X. Xxxxx Xx.
Title:	Managing Director

[Signature Page to First Amendment to Fifth Amended and Restated Credit Agreement]

[other Lenders]

RATIFICATION OF GUARANTORS AND PLEDGORS

Each of the undersigned Guarantors and Pledgors hereby (a) acknowledges and consents to the foregoing First Amendment and the Nexstar Entities’ execution thereof; (b) joins the foregoing First 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 and (d) acknowledges and confirms that the liens and security interests granted by such Guarantor or Pledgor, as applicable, pursuant to the Loan Documents are and continue to be valid and perfected first priority liens and security interests (subject only to Permitted Liens (as defined in the Security Agreement)) that secure all of the Obligations on and after the date hereof.

The Guarantors:

MISSION BROADCASTING, INC.

By:	/s/ Xxxxxx X. Xxxxxxxx
Name:	Xxxxxx X. Xxxxxxxx
Title:	President and Treasurer

NEXSTAR BROADCASTING GROUP, INC.

NEXSTAR FINANCE HOLDINGS, INC.

By:	/s/ Xxxxxx X. Xxxxxx
Name:	Xxxxxx X. Xxxxxx
Title:	Chief Financial Officer

[Signature Page to First Amendment to Fifth Amended and Restated Credit Agreement]

The Pledgors:

By:	/s/ Xxxxxx Xxxxx
Name:	Xxxxxx Xxxxx

By:	/s/ Xxxxxx X. Xxxxxxxx
Name:	Xxxxxx X. Xxxxxxxx

[Signature Page to First Amendment to Fifth Amended and Restated Credit Agreement]

Execution VersionANNEX I to First Amendment

Published CUSIP Numbers:

Credit Facility                                           00000XXX0

Revolving Commitment                                           00000XXX0

Term Loan A                                           00000XXX0

Term Loan B                                00000XXX0

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 3, 2012

among

NEXSTAR BROADCASTING, INC.,

as the Borrower,

NEXSTAR BROADCASTING GROUP, INC.,

NEXSTAR FINANCE HOLDINGS, INC.

BANK OF AMERICA, N.A.,

as Administrative Agent, Collateral Agent,

Swing Line Lender and L/C Issuer,

UBS SECURITIES LLC,

as Syndication Agent

RBC CAPITAL MARKETS,

as Documentation Agent

and

The Other Lenders Party Hereto

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

UBS SECURITIES LLC

RBC CAPITAL MARKETS

as Joint Lead Arrangers and Joint Book Managers

TABLE OF CONTENTS

Section                                                                                                                                Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS                                                                                                                                          

1.01 Defined Terms  2

1.02 Other Interpretive Provisions  7277

1.03 Accounting Terms; Calculation of Financial Covenants and other Financial Ratios and Terms. 73 77

1.04 Rounding  7479

1.05 Timing of Payment or Performance  7479

1.06 Times of Day  7479

1.07 Letter of Credit Amounts  7479

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS                                                                                                                                          

2.01 The Loans. 75 79

2.02 Borrowings, Conversions and Continuations of Loans  7782

2.03 Letters of Credit. 78 84

2.04 Swing Line Loans. 89 94

2.05 Prepayments. 92 98

2.06 Termination or Reduction of Commitments. 100 105

2.07 Repayment of Loans. 101 106

2.08 Interest. 101 108

2.09 Fees  102108

2.10 Computation of Interest and Fees. 103 110

2.11 Evidence of Debt. 104 110

2.12 Payments Generally; Administrative Agent's Clawback. 105 111

2.13 Sharing of Payments by Lenders  107113

2.14 Incremental Credit Extensions. 108 114

2.15 Extensions of Term Loans and Revolving Credit Commitments. 112 118

2.16 Defaulting Lenders. 114 121

2.17 Cash Collateral. 117 123

2.18 Designation of Subsidiaries. 119 125

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY                                                                                                                                          

3.01 Taxes. 119 126

3.02 Illegality  124131

3.03 Inability to Determine Rates  125131

3.04 Increased Costs; Reserves on Eurodollar Rate Loans. 125 132

3.05 Compensation for Losses  127134

3.06 Mitigation Obligations; Replacement of Lenders. 128 134

3.07 Survival  128135

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS                                                                                                                                          

4.01 Conditions of Initial Credit Extension  128135

4.02 Conditions to all Credit Extensions  132139

4.03 Additional Conditions to CCA Funding Date 139

ARTICLE V REPRESENTATIONS AND WARRANTIES                                                                                                                                          

5.01 Existence, Qualification and Power; Compliance with Laws  133141

5.02 Authorization; No Contravention  133141

5.03 Governmental Authorization; Other Consents  134141

5.04 Binding Effect  134142

5.05 Financial Statements; No Material Adverse Effect. 134 142

5.06 Litigation  135143

5.07 Ownership of Property; Liens. 135 143

5.08 Environmental Compliance. 136 143

5.09 Taxes  136144

5.10 ERISA Compliance  137144

5.11 Subsidiaries; Equity Interests; Nexstar Entities  137145

5.12 Margin Regulations; Investment Company Act. 138 145

5.13 Disclosure  138145

5.14 Intellectual Property; Licenses, Etc  138146

5.15 Solvency  138146

5.16 Security Documents  138146

5.17 Use of Proceeds  139146

5.18 Senior Second Lien Notes Intercreditor Agreement and First Lien/Second Lien Matters  139146

5.19 Insurance  139147

5.20 Labor Matters  139147

5.21 OFAC; Anti-Money Laundering and Economic Sanctions Laws. 139 147

5.22 FCC Licenses. 140 148

5.23 Nexstar/Mission Agreements  141149

5.24 Cross-Collateralization, Cross-Default and Cross-Guaranties of the Nexstar and Mission Entities. 141 149

ARTICLE VI AFFIRMATIVE COVENANTS                                                                                                                                          

6.01 Financial Statements  142150

6.02 Certificates; Other Information  143151

6.03 Notices  146154

6.04 Preservation of Existence, Etc  147155

6.05 Maintenance of Properties  147155

6.06 Maintenance of Insurance  147155

6.07 Compliance with Laws. 148 155

6.08 Books and Records  148156

6.09 Inspection Rights  148156

6.10 Maintenance of First Lien Priority  149156

6.11 Covenant to Guarantee the Obligations and Give Security  149156

6.12 Use of Proceeds. 153 161

6.13 Compliance with Environmental Laws  154161

6.14 Further Assurances; Post-Closing Conditions. 154 162

6.15 Designation as Senior Debt  156164

6.16 Payment of Taxes  156164

ARTICLE VII NEGATIVE COVENANTS                                                                                                                                          

7.01 Liens  157165

7.02 Indebtedness  160168

7.03 Investments  166174

7.04 Fundamental Changes  169177

7.05 Dispositions  171178

7.06 Prepayments, Etc. of Indebtedness; Amendments. 174 181

7.07 Use of Proceeds  175182

7.08 Transactions with Affiliates  175182

7.09 Restricted Payments  177184

7.10 Financial Covenants. 178 186

7.11 Change in Nature of Business  179186

7.12 Burdensome Agreements  179187

7.13 Amendments and Other Documents. 181 188

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES                                                                                                                                          

8.01 Events of Default  182190

8.02 Remedies Upon Event of Default  186193

8.03 Exclusion of Immaterial Subsidiaries  186194

8.04 Application of Funds  187194

8.05 Borrower's Right to Cure. 188 195

ARTICLE IX ADMINISTRATIVE AGENT                                                                                                                                          

9.01 Appointment and Authority  188196

9.02 Rights as a Lender  189197

9.03 Exculpatory Provisions  190198

9.04 Reliance by Agents  191199

9.05 Delegation of Duties  191199

9.06 Resignation of Administrative Agent, Swing Line Lender, L/C Issuers and Collateral Agent. 191 199

9.07 Non-Reliance on Administrative Agent and Other Lenders  193201

9.08 No Other Duties, Etc  194202

9.09 Administrative Agent May File Proofs of Claim  194202

9.10 Collateral and Guarantee Matters  195202

9.11 Cash Management Obligations and Secured Hedge Agreements  196204

ARTICLE X MISCELLANEOUS                                                                                                                                          

10.01 Amendments, Etc  196204

10.02 Notices; Effectiveness; Electronic Communications. 199 207

10.03 No Waiver; Cumulative Remedies; Enforcement  202210

10.04 Expenses; Indemnity; Damage Waiver. 202 210

10.05 Payments Set Aside  205213

10.06 Successors and Assigns. 206 214

10.07 Treatment of Certain Information; Confidentiality  212220

10.08 Right of Setoff  213221

10.09 Interest Rate Limitation  214222

10.10 Counterparts; Integration; Effectiveness  214222

10.11 Survival of Representations and Warranties  214223

10.12 Severability  215223

10.13 Replacement of Lenders  215223

10.14 Governing Law; Jurisdiction; Etc. 216 224

10.15 Waiver of Jury Trial  217225

10.16 No Advisory or Fiduciary Responsibility  217225

10.17 Electronic Execution of Assignments and Certain Other Documents  218226

10.18 Termination  218226

10.19 USA PATRIOT Act  219227

10.20 Amendment and Restatement. 219 227

10.21 Pro Rata Nature of the Loans and Mission Loans; Administrative Agent Right to Adjust. 219 227

10.22 Senior Second Lien Notes Intercreditor Agreement. 220 229

10.23 Keepwell 230

10.24 Time of the Essence  221230

10.2410.25ENTIRE AGREEMENT 221230

SIGNATURES                                S-1

SCHEDULES

1.01(a)                 Nexstar/Mission Agreements

1.01(b)                 Stations

1.01(c)                 Description of Permitted Revolver Reallocation and ,

                 Permitted Term B Reallocation and Permitted Term A Reallocation

1.01(d)                 Immaterial Subsidiaries

1.01(e)                 Unrestricted Subsidiaries

2.01                 Commitments and Applicable Percentages

2.01(a)                 Term A Commitments and Applicable Percentages

5.06                 Litigation

5.07                 Real Properties (including Mortgaged Properties)

5.11                 Subsidiaries; Equity Interests; Loan Parties

5.22                 FCC Licenses and Television Stations

5.22(c)                 FCC Disclosure

7.01(b)                 Existing Liens

7.02(s)                 Surviving Indebtedness

7.03(g)                 Existing Investments

7.08                 Transactions with Affiliates

10.02                 Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS

A                 Form of Loan Notice

B                 Form of Swing Line Loan Notice

C-1                 Form of Term B Note

C-2                 Form of Revolving Credit Note

C-3                 Form of Term A Note

D                 Form of Compliance Certificate

E                 Form of Assignment and Assumption

F                 Form of Discounted Prepayment Option Notice

G                 Form of Lender Participation Notice

H                 Form of Discounted Voluntary Prepayment Notice

I-1                 Form of U.S. Tax Compliance Certificate

I-2                 Form of U.S. Tax Compliance Certificate

I-3                 Form of U.S. Tax Compliance Certificate

I-4                 Form of U.S. Tax Compliance Certificate

J                 Representations Related to the Mission Entities

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of December 3, 2012, among Nexstar Broadcasting, Inc., a Delaware corporation (the "Borrower"), Nexstar Finance Holdings, Inc., a Delaware corporation, Nexstar Broadcasting Group, Inc., a Delaware corporation, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.

PRELIMINARY STATEMENTS:

1.           The Borrower intends to acquire (the "Newport Acquisition") substantially all of the assets used or held for use in the operation of (a) nine (9) television broadcasting stations located in Salt Lake City, Utah, Memphis, Tennessee, Jackson, Tennessee, Binghamton, New York, Elmira, New York, Watertown, New York, and Syracuse, New York and (b) the integrated digital management solutions business, Inergize Digital, in each case owned by Newport Television and Newport Television License. To effect the Newport Acquisition, the Borrower will consummate the transactions pursuant to the Acquisition Documents (as this and other capitalized terms used in these Preliminary Statements are defined in Section 1.01 below).

2.           The Borrower has requested that simultaneously with the consummation of the Newport Acquisition, the Lenders extend credit to the Borrower in the form of (a) Term B Loans in an initial aggregate principal amount equal to $246,000,000, and (b) Revolving Credit Commitments in an initial aggregate principal amount of up to $65,000,000.  The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time.

3.           The proceeds of the Term B Loans and the Initial Revolving Borrowing, together with cash of the Borrower, will be used to finance the Newport Acquisition and the expenses of the transaction and the Refinancing and to consummate the Refinancing.  The proceeds of Revolving Credit Loans made after the Closing Date and Letters of Credit will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including Capital Expenditures and the financing of Permitted Acquisitions.  Swing Line Loans will be used for general corporate purposes of the Borrower and its Subsidiaries.

4.           The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I                      

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

"ABRY Fund" means XXXX X.X. II, XXXX X.X. III, or any investment entity controlled by, controlling, or under common control with XXXX X.X. II and/or XXXX X.X. III.

"XXXX X.X. II" means ABRY Broadcast Partners II, L.P., a limited partnership organized under the Laws of the State of Delaware.

"XXXX X.X. III" means ABRY Broadcast Partners III, L.P., a limited partnership organized under the Laws of the State of Delaware.

"ABRY Partners" means ABRY Partners LLC, a limited liability company organized under the Laws of the State of Delaware.

"Acceptable Discount" has the meaning specified in Section 2.05(e)(iii).

"Acceptance Date" has the meaning specified in Section 2.05(e)(ii).

"Acquired EBITDA" means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA (determined using the definition of "Consolidated EBITDA" and the other defined terms used therein as if references to the Borrower and the Restricted Subsidiaries therein were to such Acquired Entity or Business and its Subsidiaries or such Converted Restricted Subsidiary and its Subsidiaries, as the case may be) of such Acquired Entity or Business or such Converted Restricted Subsidiary, as determined on a consolidated basis for such Acquired Entity or Business or such Converted Restricted Subsidiary.

"Acquired Entity or Business" has the meaning specified in the definition of the term "Consolidated EBITDA."

"Acquisition Agreements" means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and "Acquisition Agreement" means the applicable agreement in the context used.

"Acquisition Documents" means the Nexstar Acquisition Documents and Mission Acquisition Documents.

"Act" has the meaning specified in Section 10.19.

"Additional Lender" has the meaning specified in Section 2.14(c).

"Administrative Agent" means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent appointed in accordance with Section 9.06.

"Administrative Agent Fee Letter" means the letter agreement, dated July 18, 2012, among the Borrower, the Mission Borrower, the Parent Guarantors and the Administrative 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 as the Administrative Agent may from time to time notify the Borrower and the Lenders.

"Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to a specified 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.

"Affiliate Transaction" has the meaning specified in Section 7.08.

"Affiliated Debt Fund" means any Affiliate of the Sponsor (a) that is a bona fide diversified debt fund or other entity that is primarily engaged in, or advises funds or other investment vehicles that are engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its business and (b) with respect to which any ABRY Partners equity fund, does not, nor does any ABRY Fund that owns Equity Interests directly or indirectly in any Nexstar Entity, possess the power to direct or cause the direction of investment policies of such fund.

"Agents" means, collectively, the Administrative Agent and the Collateral Agent.

"Aggregate Available Revolving Credit Commitment" means the sum of the Available Revolving Credit Commitments of all Revolving Credit Lenders.

"Aggregate Commitments" means the Commitments of all the Lenders.

"Agreement" means this Credit Agreement.

"Anti-Money Laundering Laws" means any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law or treaties applicable to a Nexstar Entity, a Mission Entity or any of their Subsidiaries related to terrorism financing or money laundering, including any applicable provision of the Act and The Currency and Foreign Transactions Reporting Act (also known as the "Bank Secrecy Act," 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

"Applicable Discount" has the meaning specified in Section 2.05(e)(iii).

"Applicable Percentage" means (a)  in respect of the Term A Facility, with respect to any Term A Lender at any time, the percentage (carried out to the ninth decimal place) of the Term A Facility represented by (i) on or prior to the First Amendment Closing Date, such Term A Lender's Term A Commitment at such time, and (ii) thereafter, the principal amount of such Term A Lender's Term A Loans at such time, (b) in respect of the Term B Facility, with respect to any Term B Lender at any time, the percentage (carried out to the ninth decimal place) of the Term B Facility represented by (i) on or prior to the Closing Date, such Term B Lender's Term B Commitment at such time, and (ii) thereafter, the principal amount of such Term B Lender's Term B Loans at such time, (bc) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender's Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.16 and (cd) in respect of each Incremental Facility under this Agreement, with respect to any Lender under each such Incremental Facility at any time, the percentage (carried out to the ninth decimal place) of the aggregate Commitments (or Loans, in the case of Incremental Term Loans) in respect of such Incremental Facility represented by such Lender's Commitment (or Loans, in the case of Incremental Term Loans) at such time.  If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender (other than Term A Lenders) in respect of each Facility (other than the Term A Facility) 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 hereto, as applicable.  The initial Applicable Percentage of each Term A Lender in respect of the Term A Facility is set forth opposite the name of such Lender on Schedule 2.01(a) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

"Applicable Rate" means (a) in respect of the Revolving Credit Facility, 3.25% per annum for Base Rate Loans and 4.25% per annum for Eurodollar Rate Loans and Letter of Credit Fees and (b) in respect of the Term B Facility, (i) from the Closing Date to the Term B Loan Applicable Rate Adjustment Date, 2.50% per annum for Base Rate Loans and 3.50% per annum for Eurodollar Rate Loans, (ii) on the Term B Loan Applicable Rate Adjustment Date, 2.25% for Base Rate Loans and 3.25% per annum for Eurodollar Rate Loans and (iii) after the Term B Loan Applicable Rate Adjustment Date, the applicable percentage per annum set forth below determined by reference to the Consolidated Total Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

(a)           in respect of the Revolving Credit Facility, 3.25% per annum for Base Rate Loans and 4.25% per annum for Eurodollar Rate Loans and Letter of Credit Fees,

(b)           in respect of the Term A Facility, (i) from the First Amendment Closing Date through and including the date that a Compliance Certificate is received by the Administrative Agent pursuant to Section 6.02(a) for the first fiscal quarter ending after the First Amendment Closing Date,  1.25% per annum for Base Rate Loans and 2.25% per annum for Eurodollar Rate Loans, and (ii) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Total Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Applicable Rate
Pricing Level	Consolidated Total Net Leverage Ratio	Eurodollar Rate Loans	Base Rate Loans
1	< 3.50:1.00	1.75%	0.75%
2	>3.50:1.00 but < 4.50:1.00	2.00%	1.00%
3	>4.50:1.00 but  < 5.50:1.00	2.25%	1.25%
4	>5.50:1.00	2.50%	1.50%

(c) in respect of the Term B Facility, (i) from the Closing Date to the Term B Loan Applicable Rate Adjustment Date, 2.50% per annum for Base Rate Loans and 3.50% per annum for Eurodollar Rate Loans, (ii) on the Term B Loan Applicable Rate Adjustment Date, 2.25% for Base Rate Loans and 3.25% per annum for Eurodollar Rate Loans and (iii) after the Term B Loan Applicable Rate Adjustment Date, the applicable percentage per annum set forth below determined by reference to the Consolidated Total Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Applicable Rate
Pricing Level	Consolidated Total Net Leverage Ratio	Eurodollar Rate Loans	Base Rate Loans
1	<4.75:1.00	3.25%	2.25%
2	> 4.75:1.00	3.50%	2.50%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, (i) upon the request of the Required Term A Lenders, Pricing Level 4 shall apply in respect of the Term A Facility, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered and (ii) upon the request of the Required Term B Lenders, Pricing Level 2 shall apply in respect of the Term B Facility, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

Further, notwithstanding the foregoing, the Applicable Rate in respect of any tranche of Extended Revolving Credit Commitments or any Extended Term Loans or Revolving Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Extension Offer.

"Applicable Revolving Credit Percentage" means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender's Applicable Percentage in respect of the Revolving Credit Facility at such time.

"Applicable Term A Percentage" means with respect to any Term A Lender at any time, such Term A Lender's Applicable Percentage in respect of the Term A Facility at such time.

"Applicable Term B Percentage" means with respect to any Term B Lender at any time, such Term B Lender's Applicable Percentage in respect of the Term B Facility at such time.

"Application Date" has the meaning specified in Section 2.05(d).

"Appropriate Lender" means, at any time, (a) with respect to Commitments of any Class, Lenders that have Commitments with respect to such Class, (b) with respect to Loans of any Class, the Lenders of such Class, (c) with respect to any Letter of Credit, (i) the relevant L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (d) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

"Approved Fund" means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender; provided that in no event shall an Affiliated Debt Fund be an "Approved Fund" hereunder.

"Arranger Fee Letter" means the letter agreement, dated July 18, 2012, among the Borrower, the Mission Borrower, the Parent Guarantors, the Arrangers and the Initial Lenders.

"Arrangers" means, collectively (a) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, (b) UBS Securities LLC and (c) RBC Capital Markets in their capacities as joint lead arrangers and joint book managers.

"Asset Swap" has the meaning specified in Section 7.05(m).

"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 acknowledged by the Administrative Agent, substantially in the form of Exhibit E or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent and the Borrower.

"Attorney Costs" means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

"Attributable Indebtedness" means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

"Auction Manager" means (a) the Administrative Agent (or its designated Affiliate) or (b) any other financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Voluntary Prepayment pursuant to Section 2.05(e); provided that the Borrower shall not designate the Administrative Agent or any Affiliate of the Administrative Agent as the Auction Manager without the written consent of the Administrative Agent or such Affiliate, as applicable (it being understood that the Administrative Agent shall not, nor shall any Affiliate of the Administrative Agent, be under any obligation to agree to act as the Auction Manager); provided, further, that no Nexstar Entity or Mission Entity, or any Affiliate of any Nexstar Entity or Mission Entity, may act as the Auction Manager.

"Audited Financial Statements" means the audited consolidated balance sheet of the Ultimate Parent and its Subsidiaries for the fiscal year ended December 31, 2011, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year of the Ultimate Parent and its Subsidiaries, including the notes thereto.

"Auto-Renewal Letter of Credit" has the meaning specified in Section 2.03(b)(iii).

"Availability Period" means in respect of the Revolving Credit Facility, the period from and including the Closing Date to the earliest of (a) the Maturity Date for the Revolving Credit Facility, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.

"Available Amount" means, at any time (the "Available Amount Reference Time"), an amount (which shall not be less than zero) equal to the sum of:

(a) (a) $50,000,000; plus

(b) (b) the cumulative amount of Excess Cash Flow of the Borrower and its Restricted Subsidiaries and the Mission Entities for all fiscal years completed after the Closing Date (commencing with the first full fiscal year ending after the Closing Date) and prior to the Available Amount Reference Time, minus the portion of such Excess Cash Flow that has been (or is required to be) applied after the Closing Date and prior to the Available Amount Reference Time to (i) the prepayment of Term Loans in accordance with Section 2.05(b)(i), and (ii) the prepayment of Mission Term Loans in accordance with Section 2.05(b)(i) of the Mission Credit Agreement; plus

(c) (c) the amount of any capital contributions or Net Cash Proceeds from any Permitted Equity Issuance (or issuance of debt securities that have been converted into or exchanged for Qualified Equity Interests) (other than (i) any Specified Equity Contribution or (ii) any other capital contributions or equity or debt issuances to the extent utilized in connection with other transactions permitted pursuant to Section 7.03, 7.06 or 7.09, or Section 7.03, 7.06 or 7.09 of the Mission Credit Agreement) received by the Ultimate Parent and the Mission Borrower during the period from and including the Business Day immediately following the Closing Date through and including the Available Amount Reference Time, but only to the extent (A) such capital contributions or Net Cash Proceeds received by the Ultimate Parent have been contributed by the Ultimate Parent in cash to the Borrower as common equity on or prior to the Available Amount Reference Time and (B) such capital contributions or Net Cash Proceeds received by the Mission Borrower were received in cash as common equity on or prior to the Available Amount Reference Time; plus

(d) (d) the aggregate amount of Retained Declined Proceeds retained by the Borrower and Mission Retained Declined Proceeds retained by the Mission Borrower during the period from the Business Day immediately following the Closing Date through the Available Amount Reference Time; plus

(e) (e) to the extent not already included in the calculation of Consolidated Net Income of the Borrower and its Restricted Subsidiaries, the aggregate amount of all cash dividends and other cash distributions received by the Borrower or any Restricted Subsidiary or any Mission Entity (without duplication) during the period from the Business Day immediately following the Closing Date through the Available Amount Reference Time from Investments made using the Available Amount pursuant to Section 7.03(n) or pursuant to Section 7.03(n) of the Mission Credit Agreement in an aggregate amount not to exceed the amount by which the Available Amount was reduced when making such Investments; plus

(f) (f) to the extent not (i) already included in the calculation of Consolidated Net Income of the Borrower and its Restricted Subsidiaries or (ii) used to prepay Term Loans or otherwise applied in accordance with Section 2.05(b)(ii) or Section 2.05(b)(ii) of the Mission Credit Agreement or (iii) constituting Retained Declined Proceeds or Mission Retained Declined Proceeds, the aggregate amount of all Net Cash Proceeds received by the Borrower or any Restricted Subsidiary or any Mission Entity (without duplication) during the period from the Business Day immediately following the Closing Date through the Available Amount Reference Time in connection with the sale, transfer or other disposition of Investments made using the Available Amount pursuant to Section 7.03(n) or Section 7.03(n) of the Mission Credit Agreement in an aggregate amount not to exceed the amount by which the Available Amount was reduced when making such Investments; plus

(g) (g) in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary or a Mission Entity, the fair market value of the Investments of the Borrower and the Restricted Subsidiaries and the Mission Entities in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), in each case to the extent such Investments correspond to the designation of a Subsidiary as an Unrestricted Subsidiary pursuant to Section 2.18 or Section 2.18 of the Mission Credit Agreement and were originally made using the Available Amount pursuant to Section 7.03(n) or Section 7.03(n) of the Mission Credit Agreement in an aggregate amount not to exceed the amount by which the Available Amount was reduced when making such Investments; minus

(h) (h) the aggregate amount of (i) any Investments made pursuant to Section 7.03(n) and Section 7.03(n) of the Mission Credit Agreement, (ii) any Restricted Payments made pursuant to Section 7.09(j) and Section 7.09(j) of the Mission Credit Agreement and (iii) any payments made pursuant to Section 7.06(a)(iii) and Section 7.06(a)(iii) of the Mission Credit Agreement, in each case, during the period from the Business Day immediately following the Closing Date through the Available Amount Reference Time (and, for purposes of this clause (h), without taking account of the intended usage of the Available Amount at such Available Amount Reference Time).

"Available Revolving Credit Commitment" means, at any time as to any Lender, an amount equal to the excess, if any, of the amount of the Revolving Credit Commitment of such Lender at such time, over the Revolving Credit Exposure of such Revolving Credit Lender.

"Bank of America" means Bank of America, N.A. and its successors.

"Bankruptcy Code" means Title 11 of the United State Code, as amended, or any similar federal or state law for the relief of debtors.

"Base Rate" means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate," and (c) the Eurodollar Rate plus 1.00%.  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 prime 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.

"Base Rate Loan" means a Loan that bears interest at a rate based on the Base Rate.

"Borrower" has the meaning specified in the introductory paragraph to this Agreement.

"Borrower Honor Date" has the meaning specified in Section 2.03(c)(i).

"Borrower Materials" has the meaning specified in Section 6.02.

"Borrowing" means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

"Broadcast Licenses" means (a) with respect to the Nexstar Entities, all FCC Licenses granted, assigned or issued to a Nexstar Entity to construct, own or operate the Stations, together with all extensions, additions and renewals thereto or thereof, and (b) with respect to any Shared Services Party, all FCC Licenses granted, assigned or issued to such Shared Services Party to construct, own or operate one or more Shared Services Party Stations, together with all extensions, additions and renewals thereto or thereof.

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York or the state where the Administrative Agent's Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

"Capital Expenditures" means, for any period, the aggregate of, without duplication, all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Borrower and its Restricted Subsidiaries.

"Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.

"Capitalized Leases" means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

"Cash Collateral Account" means a blocked, non-interest bearing deposit account of one or more of the Loan 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.

"Cash Collateralize" means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Administrative Agent, any relevant L/C Issuer or the Swing Line Lender (as applicable) and the Revolving Credit Lenders, as collateral for L/C Obligations, Swing Line Obligations or obligations of the Revolving Credit Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent and the relevant L/C Issuer or the Swing Line Lender benefiting from such collateral shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) such L/C Issuer or Swing Line Lender (as applicable). "Cash Collateral" shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

"Cash Equivalents" means any of the following types of Investments, to the extent owned by the Borrower or any of its Restricted Subsidiaries:

(a)           (i) Dollars or (ii) any other foreign currency held by the Borrower and its Restricted Subsidiaries in the ordinary course of business;

(b)           securities issued or directly and fully guaranteed or insured by the United States or Canadian governments or, in each case, any agency or instrumentality of thereof (provided that the full faith and credit of such country is pledged in support thereof), having maturities of not more than two years from the date of acquisition;

(c)           certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’' acceptances having maturities of not more than one year from the date of acquisition thereof issued by any Lender or by any bank or trust company (1) whose commercial paper is rated at least “"A-2”" or the equivalent thereof by S&P or at least “"P-2”" or the equivalent thereof by Xxxxx’'s (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (2) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $100 million;

(d)           repurchase obligations for underlying securities of the types described in clauses (b) and (c) entered into with any bank meeting the qualifications specified in clause (c) above;

(e)           commercial paper issued by any Person organized under the Laws of any state of the United States of America (other than any Nexstar Entity, Mission Entity, other Loan Party or Subsidiary of a Loan Party, or any Affiliate of any Nexstar Entity, Mission Entity or any other Loan Party) and rated at the time of acquisition thereof at least “"A-2”" or the equivalent thereof by S&P or “"P-2”" or the equivalent thereof by Xxxxx’'s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within one year after the date of acquisition thereof;

(f)           readily marketable direct obligations issued by any state of the United States of America, any province of Canada or any political subdivision thereof, in each case, having one of the two highest rating categories obtainable from either Xxxxx’'s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition; and

(g)           interests in any investment company, money market or enhanced high yield fund which invests 95% or more of its assets in instruments of the type specified in clauses (a) through (f) above.

"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 (a) Bank of America and its Affiliates, and (b) each other Person that, at the time it enters into a Cash Management Agreement with a Loan Party, is a Lender or an Affiliate of a Lender.

"Cash Management Obligations" means obligations owed by any Nexstar Entity to any Cash Management Bank in respect of any Cash Management Agreement and any overdraft and related liabilities arising from treasury, depository, credit or debit card, purchasing card or cash management services or any automated clearing house transfers of funds.

"Casualty Event" means any event that gives rise to the receipt by any of the Nexstar Entities of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

"CCA Acquisition" means the acquisition by the Borrower, directly or indirectly, from the stockholders of Communications Corporation of America, of all of the equity interests of Communications Corporation of America and its subsidiaries.

"CCA Acquisition Agreement" means that certain Stock Purchase Agreement, dated as of April 24, 2013, by and among Communications Corporation of America, the parties listed on Schedule 1.1 thereto, the Borrower, the Mission Borrower and SPComCorp, LLC.

"CCA Acquisition Documents" means the CCA Acquisition Agreement and any other document ancillary thereto or designated as "CCA Acquisition Documents" by the Administrative Agent and the Borrower.

"CCA Funding Date" means the date that all the conditions set forth in Sections 4.02 and 4.03 are satisfied and the Borrower makes a Term A Borrowing to fund the CCA Acquisition.

"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, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law," regardless of the date enacted, adopted or issued.

"Change of Control" means an event or series of events by which:

(a)           any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than one or more Permitted Holders becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have "beneficial ownership" of all Equity Interests that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an "option right")), directly or indirectly, of more than 35% of the then outstanding Equity Interests of the Ultimate Parent entitled to vote for members of the board of directors or equivalent governing body of the Ultimate Parent on a fully-diluted basis (and taking into account all such securities that such "person" or "group" has the right to acquire pursuant to any option right); or

(b)           during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Ultimate Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors), provided that, notwithstanding the foregoing, any change to the board of directors occurring as a direct result of the Sponsor reducing or eliminating its ownership interest in the Ultimate Parent shall not constitute a change of control under this clause (b); or

(c)           the adoption of a plan relating to the liquidation or dissolution of the Borrower; or

(d)           the sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries taken as a whole to a Person other than a Restricted Subsidiary or one or more Permitted Holders; or

(e)           the Ultimate Parent shall cease, directly or indirectly, to own and control legally and beneficially all of the Equity Interests in the Borrower; or

(f)           a "change of control" or any comparable term under, and as defined in, any Indenture Documentation shall have occurred.

"Class" (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, Term A Commitments, Term B Commitments, Extended Revolving Credit Commitments, Incremental Revolving Commitments or Commitments in respect of any Incremental Term Loans and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, Term A Loans, Term B Loans, Extended Term Loans or Incremental Term Loans.  Incremental Term Loans and Extended Term Loans that have different terms and conditions (together with the Commitments in respect thereof) shall be construed to be in different Classes.

"Closing Date" means the date that all the conditions precedent in Section 4.01 are satisfied in accordance with their terms or waived in accordance with Section 10.01 and the Newport Acquisition is consummated.

"Code" means the Internal Revenue Code of 1986.

"Collateral" means all of the "Collateral," "Security Agreement Collateral," "Pledged Collateral" and "Mortgaged Property" referred to in the Security Documents and all of the other property that is or is intended under the terms of the Security Documents to be subject to Liens for the benefit of the Secured Parties.

"Collateral Agent" means Bank of America, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent appointed in accordance with Section 9.06.

"Collateral and Guarantee Requirement" means, at any time on and after the Closing Date, the requirement that:

(a)           the Collateral Agent shall have received each Security Document required to be delivered on the Closing Date pursuant to Section 4.01 and Section 4.01 of the Mission Credit Agreement, or to be delivered after the Closing Date pursuant to Section 6.11 or Section 6.14, and Section 6.11 or Section 6.14 of the Mission Credit Agreement, duly executed by each Nexstar Entity and Mission Entity that is a party thereto;

(b)           all Obligations shall have been unconditionally guaranteed by each Guarantor;

(c)           the Obligations and the Guaranties shall have been secured pursuant to the Pledge Agreements by a first-priority security interest in all the Equity Interests of (i) the Intermediate Parent, (ii) the Borrower, (iii) the Mission Borrower and each other Mission Entity and (iv) each of the Restricted Subsidiaries of the Borrower held directly by the Borrower or any Guarantor (and to the extent consistent with the Senior Second Lien Notes Indenture Documentation, the Senior Second Lien Notes Intercreditor Agreement, and the other Indenture Documentation), other than Equity Interests of any JV Entity if and for so long as the terms of any Contractual Obligation existing on the Closing Date prohibit the creation of any other Lien on such Equity Interests (or with respect to any JV Entity acquired after the Closing Date, as of the date of such acquisition; provided such Contractual Obligation was not entered into in connection with or anticipation of such acquisition) (limited, in the case of Equity Interests of any Foreign Subsidiary, to 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary);

(d)           except to the extent otherwise provided hereunder or under any Security Document, the Obligations and the Guaranties shall have been secured by a perfected security interest in the United States (other than in the case of mortgages, to the extent such security interest may be perfected by delivering certificated securities, filing personal property financing statements or making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office) in, and mortgages on, substantially all tangible and intangible assets of the Intermediate Parent, the Ultimate Parent, the Borrower and each other Guarantor (including, without limitation, accounts receivable, inventory, equipment, investment property, intellectual property, other general intangibles (including contract rights), intercompany notes, owned real property, leased real property subject to an Existing Mortgage on the Closing Date until the Senior Second Lien Termination Date, and proceeds of the foregoing), in each case, with the priority required by the Security Documents; provided that security interests in real property shall be limited to the Existing Mortgaged Properties and to the Material Real Properties acquired on or after the Closing Date;

(e)           none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and

(f)           the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Material Real Property required to be delivered pursuant to Section 6.11 or Section 6.14, as the case may be, or Section 6.11 or Section 6.14 of the Mission Credit Agreement, as the case may be, duly executed, acknowledged and delivered by the record owner of, or appropriate party with respect to, such Material Real Property, (ii) a Mortgage Policy insuring the Lien of each such Mortgage in an amount not to exceed the fair market value of each such Material Real Property (as reasonably determined by the Borrower), (iii) a completed Life of Loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Mission Entity or Nexstar Entity relating thereto) and if any improvements on any Mortgaged Property are located in an area designated as a "special flood hazard area," evidence of such flood insurance as may be required under Section 6.11(c)(v) and Section 6.11(c)(v) of the Mission Credit Agreement, (iv) such other documents and items as may be required under Section 6.11 or Section 6.14, as the case may be, or Section 6.11 or Section 6.14 of the Mission Credit Agreement, as the case may be, and (v) such existing surveys, existing abstracts, existing appraisals, legal opinions and other documents as the Collateral Agent may reasonably request with respect to any such Material Real Property.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as the Administrative Agent and the Borrower agree in writing that the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom but only if, after the application of Section 2.3 of the Senior Second Lien Notes Intercreditor Agreement prior to the Senior Second Lien Termination Date (i) such assets are not required to be pledged to secure the Senior Second Lien Notes or (ii) the security interest in such assets is not required to be perfected pursuant to the Senior Second Lien Notes Indenture Documentation.

The Administrative Agent may grant extensions of time for creation or the perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Mission Entities and the Nexstar Entities on such date) where it reasonably determines, in consultation with the Borrower, that creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents.

Subject to the immediately following paragraph, (a) with respect to leases of real property entered into by any Loan Party or any Restricted Subsidiary thereof on or after the Closing Date, such Loan Party or Restricted Subsidiary, as applicable, shall not be required to take any action with respect to creation or perfection of security interests with respect to such leases, (b) Liens and the Guarantees required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Security Documents and, to the extent appropriate in the applicable jurisdiction, as agreed in writing between the Administrative Agent and the Borrower, (c) the Collateral and Guarantee Requirement shall not apply to any of the following assets: (i) any Non-Material Real Property or Real Property that is located in a jurisdiction other than the United States and any leasehold interests in real property other than, prior to the Senior Second Lien Termination Date, leasehold interests subject to Existing Mortgages on the Closing Date, (ii) motor vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of a UCC financing Statement or equivalent) other than, prior to the Senior Second Lien Termination Date, Material Motor Vehicles pledged prior to the Closing Date, (iii) investment property and letter of credit rights, in each case acquired after April 19, 2010 with a value of less than $1,000,000 for each such property or right, (iv) any rights or interest in any lease, contract, license or license agreement covering personal property or real property and/or such assets subject thereto, so long as under the terms of such lease, contract, license or license agreement, or applicable Law with respect thereto, the grant of a security interest or Lien therein for the benefit of the Secured Parties (1) is prohibited, (2) would give any other party to such lease, contract, license or license agreement, instrument or indenture the right to terminate its obligations thereunder, or (3) is permitted only with the consent of another party (including, without limitation, any Governmental Authority) (or would render such lease, contract, license or license agreement cancelled, invalid or unenforceable) and such prohibition has not been or is not waived or the consent of the other party to such lease, contract, license or license agreement has not been or is not otherwise obtained; provided, that, this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the UCC or other applicable Law or so as to limit, impair or otherwise affect the unconditional continuing security interests in and Liens for the benefit of the Secured Parties upon any rights or interests in or to monies due or to become due under any such lease, contract, license or license agreement (including any receivables), (v) any shares of any Foreign Subsidiary other than 65% of all of the issued and outstanding Equity Interests in any Foreign Subsidiary (other than an Immaterial Subsidiary) directly owned by a Loan Party, and (vi) any application for registration of a trademark filed in the United States Patent and Trademark Office on an intent to use basis to the extent that the grant of a security interest in any such trademark application would adversely affect the validity or enforceability or result in cancellation or voiding of such trademark application, provided, however, that such trademark applications shall be considered Collateral upon the filing of a Statement of Use or an Amendment to Allege Use has been filed and accepted in the United States Patent and Trademark Office, (d) no control agreements shall be required with respect to (i) any Excluded Deposit Accounts or (ii) any deposit account or securities account not subject to a control agreement as of the Closing Date; provided that, upon the request of the Administrative Agent, a control agreement shall be required with respect to (x) any Cash Collateral Account holding Cash Collateral and (y) any escrowed funds held by the Administrative Agent in connection with the Little Rock Acquisition or another acquisition agreed to by the Borrower and the Administrative Agent, and (e) no action shall be required with respect to any intellectual property that is governed solely by the laws of one or more jurisdictions other than the United States (nor shall any Loan Party be required to reimburse the Administrative Agent, the Collateral Agent, any Lender or any Secured Party for any costs or expenses incurred in connection with any such action).

Notwithstanding the foregoing provisions of this definition or any other provision in this Agreement or in any other Loan Document to the contrary, and notwithstanding the various exclusions from the Collateral and Guarantee Requirement set forth herein and the various limitations on rights, benefits and requirements in connection with the collateral set forth in this Collateral and Guarantee Requirement or in any other provision of this Agreement or any other Loan Document that in each case are not also set forth in the Senior Second Lien Notes Indenture Documentation, the Obligations must at all times be secured (in each case by a first and prior Lien in such collateral, assets and properties, subject only to Liens permitted by Section 7.01) by all collateral, assets and properties of the Nexstar Entities, the Mission Entities and their respective Subsidiaries, and the Equity Interests in each of them (other than the Ultimate Parent), that secure the Senior Second Lien Notes (or any obligations thereunder), except as permitted by the terms of Section 1.3 of the Senior Second Lien Notes Intercreditor Agreement.

"Commitment" means a Term A Commitment, a Term B Commitment, a Revolving Credit Commitment, an Extended Revolving Credit Commitment, Incremental Revolving Commitment or a commitment in respect of any Incremental Term Loans or any combination thereof, as the context may require.

"Commitment Date" has the meaning specified in Section 2.05(d).

"Commitment Fee" has the meaning specified in Section 2.09(a).

"Commodity Exchange Act" means the Commodity Exchange Act (7 X.X.X §0 et seq.), as amended from time to time, and any successor statute.

"Communications Laws" means the Communications Act of 1934, and any similar or successor federal statute, together with all published rules, regulations, policies, orders and decisions of the FCC promulgated thereunder.

"Compliance Certificate" means a certificate substantially in the form of Exhibit D, or in any other form agreed to by the Borrower and the Administrative Agent.

"Connection Income Taxes" means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

"Consolidated Depreciation and Amortization Expense" means, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs, Capital Expenditures and the amortization of original issue discount resulting from the issuance of Indebtedness at less than par, of the Nexstar Entities for such period on a consolidated basis and otherwise as determined in accordance with GAAP.

"Consolidated EBITDA" means, for any period, the Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such period:

(a)           increased (without duplication) by the following:

(i) (i) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of the Borrower and its Restricted Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(ii) (ii) Consolidated Interest Expense of the Borrower and its Restricted Subsidiaries for such period (including (A) net losses or any obligations under any Swap Contracts or other derivative instruments entered into for the purpose of hedging interest rate risk and (B) costs of surety bonds in connection with financing activities), plus amounts excluded from the definition of “"Consolidated Interest Expense”" pursuant to clauses (B), (C) and (D) in clause (a) thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus

(iii) (iii) Consolidated Depreciation and Amortization Expense of the Borrower and its Restricted Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(iv) (iv) any expenses or charges (other than depreciation or amortization charges) related to any equity offering, Investment, acquisition, disposition or recapitalization permitted hereunder or the incurrence of Indebtedness permitted to be incurred hereunder (including a refinancing thereof) (in each case, whether or not successful), including (A) such fees, expenses or charges related to the Loans, the Senior 67/8% Notes due 2020, the Senior Second Lien Notes, the Mission Facility, (B) any amendment or other modification of the Loans, the Senior 67/8% Notes due 2020, the Senior Second Lien Notes or the Mission Facility, (C) the Transactions and the Little Rock Acquisition and (D) such costs, fees and expenses in connection with any tender for or redemption of any Indebtedness, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(v) (v) the amount of any restructuring charge or reserve, integration cost or other business optimization expense or cost associated with establishing new facilities that is deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions (including the Newport Acquisition and the Little Rock Acquisition) on and after the Closing Date, and costs related to the closure and/or consolidation of facilities; provided that the aggregate amount of cash charges and cash costs that are included in this clause (v) shall not exceed (on a Pro Forma Basis) 10% of Consolidated EBITDA for such period; plus

(vi) (vi) any other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment charges or the impact of purchase accounting (excluding any such non-cash charge, write-down or item to the extent it represents an accrual or reserve for a cash expenditure for a future period) less other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period); plus

(vii) (vii) the amount of net run rate cost savings or any contractual retransmission revenue projected by the Borrower in good faith to be realized in connection with any Investment, acquisition, disposition, merger, consolidation, reorganization or restructuring (each, a “"Specified Arrangement”"), taken or initiated prior to or during such period (which shall be calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized or expected to be realized prior to or during such period from such actions; provided that (A) a Responsible Officer of the Borrower shall have certified to the Administrative Agent that (x) such cost savings are reasonably identifiable and factually supportable and (y) such actions have been taken or will be taken within 12 months of the date of such Specified Arrangement and (B) the aggregate amount of such cost savings that are included in this clause (vii) shall not (1) in the case of any cost savings in connection with any reorganization or restructuring, exceed $5,000,000 in any four quarter period and (2) in all other cases, exceed 10% of Consolidated EBITDA in any single Specified Arrangement and shall not exceed 20% of Consolidated EBITDA in any four quarter period; plus

(viii) (viii) any costs or expense incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests or any Specified Equity Contribution); plus

(ix) (ix) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back; plus

(x) (x) any net loss included in the consolidated financial statements due to the application of Accounting Standard Codification Topic 810 and related pronouncements ("ASCT 810"); plus

(xi) (xi) realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Borrower and its Restricted Subsidiaries; plus

(xii) (xii) net realized losses from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements;

(b)           decreased (without duplication) by: (i) (x) non-cash gains increasing Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period, (y) any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period and (z) programming rights payments made during such prior period; plus (ii) realized foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Borrower and its Restricted Subsidiaries; plus (iii) any net realized income or gains from any obligations under any Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements; plus (iv) any net income included in the consolidated financial statements due to the application of ASCT 810; and

(c)           increased or decreased (without duplication) by, as applicable, any adjustments resulting from the application of Accounting Standards Codification Topic 460 or any comparable regulation.

There shall be included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower, any Restricted Subsidiary or any Mission Entity during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), or with respect to which the Borrower, any Restricted Subsidiary or any Mission Entity has executed a Sharing Arrangement, to the extent not subsequently sold, transferred or otherwise disposed of by the Borrower, such Restricted Subsidiary or such Mission Entity during such period (each such Person, property, business or asset acquired or with respect to which a Sharing Arrangement was executed and not subsequently so disposed of, an "Acquired Entity or Business"), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a "Converted Restricted Subsidiary"), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition).  For purposes of determining the Consolidated Total Net Leverage Ratio, the Consolidated First Lien Leverage Ratio, the Consolidated Total Secured Debt Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio, and the Consolidated First Lien Net Leverage Ratio, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Borrower, any Restricted Subsidiary or any Mission Entity during such period (each such Person, property, business or asset so sold or disposed of, a "Sold Entity or Business") and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a "Converted Unrestricted Subsidiary"), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition).

"Consolidated First Lien Leverage Ratio" means, as of any date of determination, the ratio of (a) the aggregate principal amount of Indebtedness of the Nexstar Entities outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments (other than any portion of any such Indebtedness that is unsecured or is secured solely by a Lien that is expressly subordinated to the Liens securing the Obligations pursuant to an Intercreditor Agreement); provided that such Indebtedness shall not include (x) Letters of Credit, except to the extent of drawn but unreimbursed amounts thereunder and (y) obligations under Swap Contracts not entered into for speculative purposes  to (b) Consolidated EBITDA for the most recent Test Period.

"Consolidated First Lien Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Net Debt (other than any portion of Consolidated Net Debt that is unsecured or is secured solely by a Lien that is expressly subordinated to the Liens securing the Obligations pursuant to an Intercreditor Agreement) as of such date to (b) Consolidated EBITDA for the most recent Test Period.

"Consolidated Fixed Charge Coverage Ratio" means, at any date of determination, the ratio of (a) Consolidated EBITDA for the most recent Test Period to (b) the sum of (without duplication) (i) Consolidated Interest Expense payable in cash during such Test Period, plus (ii) all scheduled principal payments on the aggregate principal amount of Indebtedness of the Nexstar Entities outstanding during such Test Period, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments 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, principal payments of Indebtedness for borrowed money but only to the extent they are balloon payments due on the maturity date and any mandatory prepayments plus (iii) Capital Expenditures of the Nexstar Entities, plus (iv) accrued current net income tax expense for the Nexstar Entities (other than any such expense paid or payable during such period with respect to extraordinary or nonrecurring gains) on a consolidated basis, in each case for the most recent Test Period.

"Consolidated Interest Expense" means, for any period, without duplication, the sum of:

(a)           consolidated interest expense of the Nexstar Entities for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the xxxx to market valuation of any obligations under any Swap Contracts or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, and (v) net payments, if any, pursuant to interest rate obligations under any Swap Contracts with respect to Indebtedness; and excluding (A) accretion or accrual of discounted liabilities other than Indebtedness, (B) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (C) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (D) any expensing of bridge, commitment and other financing fees and any costs or expenses in connection with any amendment or modification of Indebtedness (whether or not consummated) and (E) interest with respect to Indebtedness of the Intermediate Parent or the Ultimate Parent appearing upon the balance sheet of the Borrower solely by reason of push-down accounting under GAAP); plus

(b)           consolidated capitalized interest of the Borrower and its Restricted Subsidiaries for such period, whether paid or accrued; less

(c)           interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

"Consolidated Net Debt" means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Nexstar Entities outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments minus (b) Qualifying Balances on such date; provided that Consolidated Net Debt shall not include (x) Letters of Credit, except to the extent of drawn but unreimbursed amounts thereunder and (y) obligations under Swap Contracts not entered into for speculative purposes.

"Consolidated Net Income" means, for any period, the net income (loss) of the Borrower and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided, however, that there will not be included in such Consolidated Net Income:

(a)           subject to the limitations contained in clause (c) below, any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that the Borrower's equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed by such Person during such period to the Borrower or a Restricted Subsidiary as a dividend or other distribution or return on investment (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (b) below);

(b)           solely for the purpose of determining the Available Amount, any net income (loss) of any Restricted Subsidiary (other than Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Borrower or a Guarantor by operation of the terms of such Restricted Subsidiary's charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (i) restrictions that have been waived or otherwise released and (ii) restrictions pursuant to the Loan Documents, the Mission Loan Documents or any Indenture Documentation), except that the Borrower's equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Borrower or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause);

(c)           any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Borrower or any Restricted Subsidiaries (including pursuant to any sale/leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by a Responsible Officer or the board of directors of the Borrower);

(d)           any extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense or any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense;

(e)           the cumulative effect of a change in accounting principles;

(f)           any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts;

(g)           all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;

(h)           any unrealized gains or losses in respect of any obligations under any Swap Contracts or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of any obligations under any Swap Contracts;

(i)           any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any of the Borrower or any Restricted Subsidiary denominated in a currency other than the functional currency of the Borrower or any Restricted Subsidiary and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies;

(j)           any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary;

(k)           any purchase accounting effects including, but not limited to, adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development);

(l)           any goodwill or other intangible asset impairment charge or write-off;

(m)           any after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or any obligations under any Swap Contracts or other derivative instruments;

(n)           accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transaction in accordance with GAAP; and

(p)           any net unrealized gains and losses resulting from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standards Codification Topic 815 and related pronouncements shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of the Borrower and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder or under any other agreement providing for reimbursement of such expense and (ii) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption.

"Consolidated Total Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Net Debt as of such date to (b) Consolidated EBITDA for the most recent Test Period.

"Consolidated Total Secured Debt Leverage Ratio" means, as of any date of determination, the ratio of (a) the aggregate principal amount of Indebtedness of the Nexstar Entities outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments on such date of determination (other than any portion of such Indebtedness that is unsecured); provided that such Indebtedness shall not include (x) Letters of Credit, except to the extent of drawn but unreimbursed amounts thereunder and (y) obligations under Swap Contracts not entered into for speculative purposes. to (b) Consolidated EBITDA for the most recent Test Period.

"Contract Consideration" has the meaning specified in the definition of "Excess Cash Flow."

"Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking 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.

"Converted Restricted Subsidiary" has the meaning specified in the definition of "Consolidated EBITDA."

"Converted Unrestricted Subsidiary" has the meaning specified in the definition of "Consolidated EBITDA."

"Credit Extension" means each of the following:  (a) a Borrowing and (b) an L/C Credit Extension.

"Cure Period" has the meaning specified in Section 8.05(a).

"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.

"Declined Proceeds" has the meaning specified in Section 2.05(b)(v).

"Default" means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

"Default Rate" means an interest rate equal to, with respect to any overdue amount (other than overdue principal), (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans under the Term B Facility plus (c) 2% per annum; provided, however, that with respect to overdue principal, the Default Rate shall be an interest rate equal to the interest rate (including the relevant Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Law.

"Defaulting Lender" means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuers or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder or under other agreements in which it commits to extend credit, or has made a public statement to that effect, (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuers, the Swing Line Lender and each other Lender promptly following such determination.

"Designated Jurisdiction" means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

"Designated Non-Cash Consideration" means the fair market value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(n), or by a Mission Entity in connection with a disposition pursuant to Section 7.05(n) of the Mission Credit Agreement, as applicable, that in each case is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower or the Mission Borrower, as applicable, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

"Discount Range" has the meaning specified in Section 2.05(e)(ii).

"Discounted Prepayment Option Notice" has the meaning specified in Section 2.05(e)(ii).

"Discounted Voluntary Prepayment" has the meaning specified in Section 2.05(e)(i).

"Discounted Voluntary Prepayment Notice" has the meaning specified in Section 2.05(e)(v).

"Disinterested Director" means, with respect to any Affiliate Transaction, a member of the Board of Directors of the Ultimate Parent having no material direct or indirect financial interest in or with respect to such Affiliate Transaction.  A member of the Board of Directors of the Ultimate Parent shall be deemed not to have such a financial interest by reason of such member’'s holding Equity Interest of the Ultimate Parent or any options, warrants or other rights in respect of such Equity Interests.

"Disposed EBITDA" means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary, all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.

"Disposition" or "Dispose" means the sale, transfer, license, lease or other disposition (including, pursuant to any Sale Leaseback or any issuance or sale of Equity Interests or as a result of the entry into an agreement or arrangement alienating, relinquishing, surrendering or otherwise transferring the right to use all or a material portion of the spectrum associated with any Broadcast License (including pursuant to an auction of such spectrum, conducted by a Governmental Authority)) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, including but not limited to dispositions pursuant to any Station Sharing Arrangement or other similar arrangement; provided that "Disposition" and "Dispose" shall not be deemed to include any issuance by the Ultimate Parent of any of its respective Equity Interests to another Person.

"Disqualified Equity Interests" means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations under the Loan Documents that are accrued and payable and the termination of the Commitments and all outstanding Letters of Credit), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date of the Term B Loans.

"Disqualified Lender" means such Persons that were specifically disclosed in writing to the Arrangers on July 18, 2012 as being "Disqualified Lenders" and approved by the Arrangers.

"Documentation Agent" means RBC Capital Markets in its capacity as Documentation Agent under this Agreement.

"Dollar" and "$" mean lawful money of the United States.

"Domestic Cash Equivalents" means

(a)           Dollars;

(b)           securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of thereof (provided that the full faith and credit of such government is pledged in support thereof), having maturities of not more than two years from the date of acquisition;

(c)           certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’' acceptances having maturities of not more than one year from the date of acquisition thereof issued by any Lender or by any bank or trust company (1) organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (2) whose commercial paper is rated at least “"A-2”" or the equivalent thereof by S&P or at least “"P-2”" or the equivalent thereof by Xxxxx’'s (or at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (3) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $100 million;

(d)           repurchase obligations for underlying securities of the types described in clauses (b) and (c) entered into with any bank meeting the qualifications specified in clause (c) above;

(e)           commercial paper issued by any Person organized under the Laws of any state of the United States of America (other than any Nexstar Entity, Mission Entity, other Loan Party or Subsidiary of a Loan Party, or any Affiliate of any Nexstar Entity, Mission Entity or any other Loan Party) and rated at the time of acquisition thereof at least “"A-2”" or the equivalent thereof by S&P or “"P-2”" or the equivalent thereof by Xxxxx’'s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within one year after the date of acquisition thereof;

(f)           readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof, in each case, having one of the two highest rating categories obtainable from either Xxxxx’'s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition; and

(g)           interests in any investment company, money market or enhanced high yield fund which invests 95% or more of its assets in instruments of the type specified in clauses (a) through (f) above.

"Domestic Subsidiary" means any Subsidiary that is organized under the laws of any political subdivision of the United States.

"EBITDA Percentage" means, as of the date of the consummation of any sale, disposition or exchange of assets (or Equity Interests) by any of the Nexstar Entities or Mission Entities, the ratio, expressed as a percentage, obtained by dividing (a) the portion of Consolidated EBITDA attributable to such assets (or Equity Interests) of such Person for the most recent Test Period calculated on a Pro Forma Basis, such date by (b) Consolidated EBITDA for such Test Period, calculated on a Pro Forma Basis.

"ECF Percentage" has the meaning specified in Section 2.05(b)(i).

"Eligible Assignee" means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

"Embargoed Person" means any party that is publicly identified on the most current list of "Specially Designated Nationals and Blocked Persons" published by OFAC.

"Environmental Laws" means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, binding rules, judgments, orders, decrees, permits, licenses, or governmental restrictions relating to pollution, the protection of the environment or the release of any Hazardous 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 any Loan Party or any of its 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 of any Person 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.

"Environmental Permit" means any permit, approval, identification number, license or other authorization required under any Environmental Law.

"Equity Interests" means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal by any Loan Party 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 that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan, (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (g) the determination that any Pension Plan is considered an at-risk plan or a Multiemployer Plan is in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA, or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

"Eurodollar Rate" means:

(a)           for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate or the successor thereto if the British Bankers Association is no longer making a LIBOR rate available ("LIBOR"), as published by Reuters (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking 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 rate is not available at such time for any reason, the rate per annum 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 Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America's London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank eurodollar market at their request at approximately 11:00 a.m. (London time), two London Banking Days prior to the commencement of such Interest Period; and

(b)           for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date 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 per annum 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 or maintained and with a term equal to one month would be offered by Bank of America's London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank Eurodollar market at their request at the date and time of determination;

provided that in respect of any Term B Loans that are (A) Eurodollar Rate Loans or (B) Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the Eurodollar Rate shall be at all times not less than 1.00%.

"Eurodollar Rate Loan" means a Loan that bears interest at a rate based on clause (a) of the definition of "Eurodollar Rate."

"Event of Default" has the meaning specified in Section 8.01.

"Excess Cash Flow" means, for any period, an amount equal to the excess of:

(a)           the sum, without duplication, of:

(i)           Consolidated Net Income for such period;

(ii)           an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income;

(iii)           an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower, its Restricted Subsidiaries and, without duplication, the Mission Entities during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; over

(b)           the sum, without duplication, of:

(i)           an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (e) of the definition of Consolidated Net Income;

(ii)           without duplication of amounts deducted pursuant to clause (x) below in prior fiscal years, the amount of Capital Expenditures made in cash during such period, to the extent that such Capital Expenditures or acquisitions were financed with internally generated cash flow of the Borrower, its Restricted Subsidiaries or, without duplication, the Mission Entities;

(iii)           the aggregate amount of all principal payments of Indebtedness of the Borrower, its Restricted Subsidiaries and, without duplication, the Mission Entities (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of repayments of Term Loans and Mission Term Loans pursuant to Section 2.07(a) and Section 2.07(a) of the Mission Credit Agreement and any mandatory prepayment of Term Loans and Mission Term Loans pursuant to Section 2.05(b) and Section 2.05(b) of the Mission Credit Agreement to the extent required due to a Disposition that resulted in an increase to such Consolidated Net Income and not in excess of the amount of such increase but excluding (1) all other prepayments of Term Loans and Mission Term Loans, (2) all prepayments under the Revolving Credit Facility and the Mission Revolving Credit Facility and (3) all prepayments in respect of any other revolving credit facility, except, in the case of clause (3), to the extent there is an equivalent permanent reduction in commitments thereunder) made during such period, except to the extent financed with the proceeds of the incurrence or the issuance of other Indebtedness of the Borrower, its Restricted Subsidiaries or the Mission Entities or with the proceeds from the issuance of Equity Interests;

(iv)           an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower, its Restricted Subsidiaries and, without duplication, the Mission Entities during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income;

(v)           cash payments by the Borrower, its Restricted Subsidiaries and, without duplication, the Mission Entities during such period in respect of long-term liabilities of the Borrower, its Restricted Subsidiaries and, without duplication, the Mission Entities other than Indebtedness;

(vi)           the amount of Investments made pursuant to Section 7.03(j) or Section 7.03(j) of the Mission Credit Agreement during such period to the extent that such Investments were financed with internally generated cash flow of the Borrower, its Restricted Subsidiaries and, without duplication, the Mission Entities;

(vii)           the amount of Investments made pursuant to Section 7.03(n) and Section 7.03(w) and Section 7.03(n) and Section 7.03(w) of the Mission Credit Agreement, the amount of Restricted Payments paid during such period pursuant to Section 7.09(j) and Section 7.09(j) of the Mission Credit Agreement and the amount of payments made during such period pursuant to Section 7.06(a)(iii) and Section 7.06(a)(iii) of the Mission Credit Agreement, in each case during such period to the extent that such Investments and payments were financed with internally generated cash flow of the Borrower, its Restricted Subsidiaries and, without duplication, the Mission Entities (as applicable); provided that the aggregate amount of all deductions from Excess Cash Flow pursuant to this clause (vii) since the Closing Date shall not exceed $50,000,000;

(viii)           the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower, its Restricted Subsidiaries and, without duplication, the Mission Entities during such period that are required to be made in connection with any prepayment of Indebtedness;

(ix)           the aggregate amount of expenditures actually made by the Borrower, its Restricted Subsidiaries and, without duplication, the Mission Entities in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period;

(x)           without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower, its Restricted Subsidiaries and, without duplication, the Mission Entities pursuant to binding contracts (the "Contract Consideration") entered into prior to or during such period relating to Investments (including earnouts) made pursuant to Sections 7.03(j) or (n) or Sections 7.03(j) or (n) of the Mission Credit Agreement or Capital Expenditures, in each case to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period to the extent intended to be financed with internally generated cash flow of the Borrower, its Restricted Subsidiaries and, without duplication, the Mission Entities; provided that to the extent the aggregate amount utilized to finance such Investments or Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall, less the amount financed other than through internally generated cash flow of the Borrower, its Restricted Subsidiaries and, without duplication, the Mission Entities, shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters; and

(xi)           the amount of cash Taxes paid or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.

"Excluded Deposit Accounts" means, collectively, (a) on the Closing Date, those deposit accounts set forth on Schedule N to the Nexstar Security Agreement established for (i) payroll, (ii) health benefits and (iii) disbursement accounts solely related to the accounts identified in clauses (i) and (ii) preceding, (b) payroll and employee benefit accounts and accounts held solely in a fiduciary capacity for an unrelated third party that is not (i) a Nexstar Entity, (ii) a Mission Entity or (iii) an Affiliate of a Nexstar Entity or a Mission Entity, or disbursement accounts solely related thereto, and (c) any deposit account held in the name of any Nexstar Entity or any Mission Entity that, when aggregated with the amounts on deposit in all other deposit accounts held in the name of Nexstar Entities and Mission Entities for which a control agreement has not been obtained (other than those in clauses (a) and (b)), do not exceed $500,000, provided however, "Excluded Deposit Accounts" shall not include (x) any Cash Collateral Account holding Cash Collateral and (y) any escrowed funds held by the Administrative Agent in connection with the Little Rock Acquisition.

"Excluded Real Property" means, collectively, the real property that currently houses the operations of the WPTY station, the ABC affiliate in Memphis, Tennessee, and the WLMT station, the CW affiliate in Memphis, Tennessee.

"Excluded Subsidiary" means (a) any Immaterial Subsidiary, (b) any Foreign Subsidiary and (c) any Unrestricted Subsidiary.

"Excluded Swap Obligation" means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Future Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Guarantor, or the grant of such security interest, would otherwise have become effective with respect to such related Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” at such time.  If a Swap Obligation arises under a master agreement governing more than one ‎swap, such exclusion shall apply only to the portion of such Swap Obligation ‎that is attributable to swaps for which such Guaranty or security interest is ‎or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the ‎Commodity Futures Trading Commission (or the application or official ‎interpretation of any thereof)‎.

"Excluded Taxes" means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient's failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

"Existing Credit Agreement" means that certain Fourth Amended and Restated Credit Agreement dated as of April 1, 2005, among the Borrower, the Ultimate Parent, the Intermediate Parent, Bank of America, as administrative agent, and lenders party thereto from time to time, as amended.

"Existing Indebtedness" means Indebtedness for borrowed money of each of the Borrower and its Restricted Subsidiaries outstanding immediately prior to the Closing Date.

"Existing Mission Credit Agreement" means that certain Third Amended and Restated Credit Agreement dated as of April 1, 2005, among the Mission Borrower, Bank of America, as administrative agent, and lenders party thereto from time to time, as amended.

"Existing Mortgaged Properties" has the meaning specified in Section 5.07(b).

"Existing Mortgage Policies" means the Mortgage Policies issued in connection with the Existing Credit Agreement with respect to the Existing Mortgages.

"Existing Mortgages" means the Mortgages executed and delivered in connection with the Existing Credit Agreement.

"Extended Revolving Credit Commitment" has the meaning specified in Section 2.15(a).

"Extended Term Loans" has the meaning specified in Section 2.15(a).

"Extending Revolving Credit Lender" has the meaning specified in Section 2.15(a).

"Extending Term Lender" has the meaning specified in Section 2.15(a).

"Extension" has the meaning specified in Section 2.15(a).

"Extension Offer" has the meaning specified in Section 2.15(a).

"Facility" means the Term A Facility, the Term B Facility or the Revolving Credit Facility, as the context may require, and "Facilities" means boththe Term A Facility, the Term B Facility and the Revolving Credit Facility, taken together.

"FASB ASC" means the Accounting Standards Codification of the Financial Accounting Standards Board.

"FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471 (b)(1) of the Code.

"FCC" means the Federal Communications Commission or any Governmental Authority substituted therefor.

"FCC Licenses" means a License issued or granted by the FCC.

"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.

"Fee Letters" means, collectively, (a) the Arranger Fee Letter and (b) the Administrative Agent Fee Letter.

"Financial Covenants" means the covenants set forth in Section 7.10.

"First Amendment" means that certain First Amendment dated as of June 28, 2013, among the Borrower, the Administrative Agent, the Majority Lenders and the Term Loan A Lenders.

"First Amendment Administrative Agent Fee Letter" means the letter agreement, dated June 28, 2013, among the Borrower, the Mission Borrower, Rocky Creek, the Parent Guarantors and the Administrative Agent.

"First Amendment Arranger Fee Letter" means the letter agreement, dated June 28, 2013, among the Borrower, the Mission Borrower, Rocky Creek, the Parent Guarantors, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, RBC Capital Markets, Credit Suisse Securities (USA) LLC and Xxxxx Fargo Securities, LLC.

"First Amendment Arrangers" means Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, RBC Capital Markets, Credit Suisse Securities (USA) LLC and Xxxxx Fargo Securities, LLC.

"First Amendment Closing Date" means the date that the conditions to effectiveness set forth in the First Amendment are satisfied.

"First Amendment Fee Letters" means, collectively, (a) the First Amendment Arranger Fee Letter and (b) the First Amendment Administrative Agent Fee Letter.

"First Amendment Nexstar/Mission Ratable Status" has the meaning specified in Section 10.21(b).

"Flood Insurance Laws" means, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

"Foreign Lender" means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or 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.

"Foreign Subsidiary" means any Subsidiary that is not a Domestic Subsidiary.

"FRB" means the Board of Governors of the Federal Reserve System of the United States.

"Fronting Exposure" means, at any time there is a Defaulting Lender, (a) with respect to an L/C Issuer, such Defaulting Lender's Applicable Revolving Credit Percentage of the outstanding L/C Obligations owing to such L/C Issuer other than L/C Obligations as to which such Defaulting Lender's participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender's Applicable Revolving Credit Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender's participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

"Fronting Fee" has the meaning specified in Section 2.03(i).

"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 activities.

"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, administrative tribunal, 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).

"Guarantee Obligations" means, as to any Person, without duplication (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term "Guarantee Obligations" shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness).  The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term "Guarantee" as a verb has a corresponding meaning.

"Guaranties" means, collectively, (a) the Nexstar Guaranty Agreements, (b) the Mission Guaranty of Nexstar Obligations, (c) the Nexstar Guaranty of Mission Obligations, (d) the Mission Guaranty Agreement, (e) each guaranty supplement to each of the foregoing and (f) any other agreement executed and delivered pursuant to Section 6.11 or Section 6.14 or otherwise Guaranteeing any of the Obligations or Mission Obligations.

"Guarantor" means each of (a) the Ultimate Parent, (b) the Intermediate Parent, (c) each Restricted Subsidiary that is a Wholly-Owned Subsidiary except Excluded Subsidiaries, (d) each entity acquired pursuant to Section 7.03(j) and Section 7.03(j) of the Mission Credit Agreement (regardless of whether they are Wholly-Owned) and (e) each Mission Entity (other than any Mission Excluded Subsidiary), including, as of the Closing Date, those that are listed on Schedule 5.11 hereto.

"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 any Person that (a) is a Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge Agreement and (b) Bank of America and each of its Affiliates party to a Swap Contract with a Loan Party, in each case in its capacity as a party to such Swap Contract.

"High Plains" means High Plains Broadcasting Operating Company LLC.

"High Plains Entities" means, collectively, High Plains and High Plains Broadcasting License Company LLC.

"Honor Date" means the date of any payment by an L/C Issuer under a Letter of Credit.

"Identified Acquisitions" means each of those certain acquisitions publicly disclosed by the Borrower for the acquisitions of television stations (a) KGET-TV and KKEY-LP, in Bakersfield, California, (b) KGPE-TV in Fresno, California, and (c) WFFF-TV in Burlington, Vermont.

"IFRS" means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.

"Immaterial Subsidiary" means, as of any date of determination, each Subsidiary of the Borrower and the Mission Borrower that has been designated by the Borrower in writing to the Administrative Agent after the Closing Date as an "Immaterial Subsidiary" for purposes of this Agreement (and not redesignated as a Material Subsidiary as provided below); provided that (i) on such date, the total assets of such Subsidiary or such Mission Subsidiary, as applicable, is less than 2.5% of Total Assets of the Nexstar Entities and the Mission Entities (taken as a whole) as of the last day of the most recent Test Period and the gross revenues of such Subsidiary or Mission Subsidiary, as applicable, is less than 2.5% of the consolidated gross revenues of the Nexstar Entities and the Mission Entities (taken as a whole) as of the last day of the most recent Test Period, (ii) for purposes of this Agreement, at no time shall (A) the total assets of all Immaterial Subsidiaries (other than Unrestricted Subsidiaries) in the aggregate as of the last day of the most recent Test Period equal or exceed 5% of the Total Assets of the Nexstar Entities and the Mission Entities (taken as a whole) as of such date or (B) the gross revenues for such Test Period of all Immaterial Subsidiaries (other than Unrestricted Subsidiaries) in the aggregate equal or exceed 5% of the consolidated gross revenues of the Nexstar Entities and the Mission Entities (taken as a whole) for such period, in each case determined in accordance with GAAP, (iii) at such time as any such Subsidiary or such Mission Subsidiary, as applicable, (A) becomes a party to any Loan Document, (B) executes and delivers a Guaranty or any Security Documents, or (C) Guarantees or provides any other credit support for the Senior Second Lien Notes, the Senior 67/8% Notes due 2020, any Subordinated Debt, or any other public indebtedness of any Nexstar Entity or Mission Entity, such Subsidiary or such Mission Subsidiary, as applicable, shall at all times thereafter cease to be an Immaterial Subsidiary irrespective of the value of its assets or its revenues, (iv) the Borrower shall not designate any new Immaterial Subsidiary if such designation would not comply with the provisions set forth in clauses (i) and (ii) above, (v) if the total assets or gross revenues of such Subsidiary or such Mission Subsidiary, as applicable, so designated by the Borrower as an "Immaterial Subsidiary" (and not redesignated as a Material Subsidiary) shall at any time exceed the limits set forth in clause (i) above, then such Subsidiary or such Mission Subsidiary, as applicable, shall be deemed to be a Material Subsidiary and (vi) if the total assets or gross revenues of all Subsidiaries and Mission Subsidiaries so designated by the Borrower as "Immaterial Subsidiaries" (and not redesignated as Material Subsidiaries) shall at any time exceed the limits set forth in clause (ii) above, then all such Subsidiaries and Mission Subsidiaries shall be deemed to be Material Subsidiaries unless and until the Borrower shall redesignate one or more Immaterial Subsidiaries as Material Subsidiaries, in each case in a written notice to the Administrative Agent, and, as a result thereof, the total assets and gross revenues of all Subsidiaries and Mission Subsidiaries still designated as "Immaterial Subsidiaries" in the aggregate do not exceed such limits; and provided further that the Borrower may designate a Subsidiary or a Mission Subsidiary as an Immaterial Subsidiary at any time by prior written notice to the Administrative Agent, subject to the terms set forth in this definition.  Each Immaterial Subsidiary of the Borrower and the Mission Borrower as of the Closing Date is set forth on Schedule 1.01(d) hereto.  Notwithstanding the foregoing or any other provision in this Agreement or any other Loan Document to the contrary, no Subsidiary or Mission Subsidiary shall be considered an "Immaterial Subsidiary" if it does not receive similar treatment under all of the Indenture Documentation.

"Incremental Facilities" has the meaning specified in Section 2.14(a).

"Incremental Facility Amendment" has the meaning specified in Section 2.14(c).

"Incremental Facility Closing Date" has the meaning specified in Section 2.14(c).

"Incremental Revolving Commitments" has the meaning specified in Section 2.14(a).

"Incremental Revolving Facilities" has the meaning specified in Section 2.14(a).

"Incremental Revolving Lender" has the meaning specified in Section 2.14(c).

"Incremental Term A Loans" has the meaning specified in Section 2.14(a).

"Incremental Term B Loans" has the meaning specified in Section 2.14(a).

"Incremental Term Loan Increases" has the meaning specified in Section 2.14(a).

"Incremental Term Loans" has the meaning specified in Section 2.14(a).

"Indebtedness" means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)           all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)           all reimbursement or payment obligations of such Person with respect to letters of credit (including standby and commercial), bankers' acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c)           net obligations of such Person under any Swap Contract;

(d)           all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business pursuant to ordinary terms and (ii) any purchase price adjustments and earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid after becoming due and payable);

(e)           indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)           all Attributable Indebtedness;

(g)           all obligations of such Person in respect of Disqualified Equity Interests; and

(h)           all Guarantee Obligations of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or similar organization under the laws of the jurisdiction of such joint venture) in which such Person is a general partner or a joint venturer, except to the extent such Person's liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Net Debt (without giving effect to clause (b) thereof) and (B) in the case of the Nexstar Entities exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll over or extensions of terms) and made in the ordinary course of business.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.  The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party or any Restricted Subsidiary of a Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

"Indemnitees" has the meaning specified in Section 10.04(b).

"Indenture Documentation" means, collectively, (a) the Senior Second Lien Notes Indenture Documentation, (b) the Senior 67/8% Notes due 2020 Indenture Documentation, and (c) any other indenture, agreement, or other instrument executed by the Borrower or any other Nexstar Entity or Mission Entity, or any Subsidiary of any Loan Party in connection with the issuance of any other public Indebtedness.

"Inergize Business" means the business of producing, marketing, promoting, selling, licensing, distributing or otherwise commercializing integrated digital management software conducted by Newport Television and High Plains.

"Information" has the meaning specified in Section 10.07.

"Initial Lenders" means each of Bank of America, UBS Loan Finance LLC and Royal Bank of Canada.

"Initial Revolving Borrowing" means one or more borrowings of Revolving Credit Loans or issuances or deemed issuances of Letters of Credit on the Closing Date as specified in Section 2.01(b) and Section 2.03(a)(i).

"Intercreditor Agreement" means, collectively, (a) the Senior Second Lien Notes Intercreditor Agreement and (b) an intercreditor agreement by and among the Collateral Agent and the collateral agents or other representatives for the holders of Indebtedness secured by Liens on the Collateral that are intended to rank junior to the Liens securing the Obligations and the Mission Obligations and that are otherwise Liens permitted pursuant to Section 7.01, providing that all proceeds of Collateral shall first be applied to repay the Obligations and the Mission Obligations in full prior to being applied to any obligations under the Indebtedness secured by such junior Liens and that until the termination of the Commitments and the Mission Commitments, and the repayment in full (or Cash Collateralization of Letters of Credit) of all Obligations and Mission Obligations (other than contingent obligations not then due and payable), the Collateral Agent shall have the sole right to exercise remedies against the Collateral (subject to customary exceptions and the expiration of any standstill provisions) and otherwise in form and substance reasonably satisfactory to the Collateral Agent.

"Interest Payment Date" means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates, and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

"Interest Period" means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice, or such other period that is twelve months or less requested by the Borrower and consented to by all of the Appropriate Lenders; provided that:

(a)           any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)           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 at the end of such Interest Period; and

(c)           no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

"Intermediate Parent" means Nexstar Finance Holdings, Inc., a Delaware corporation.

"Investment" means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person (including pursuant to any Sale Leaseback), or (d) any Shared Services Party Acquisition.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

"IP Rights" has the meaning specified in Section 5.14.

"IRS" means the United States Internal Revenue Service.

"ISP" means, with respect to any Letter of Credit, the "International Standby Practices 1998" published by the Institute of International Banking Law & Practice, Inc. (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 an L/C Issuer and the Borrower (or any Restricted Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

"Joint Sales Agreement" means, with respect to a television broadcast station, a joint sales agreement or other similar contractual arrangement pursuant to which a Person, other than the Person holding the FCC License of such television broadcast station or an affiliate of such Person, obtains the right to (a) set the advertising rates for such television broadcast station and/or (b) conduct or manage the sale of advertising availabilities on such television broadcast station.

"JV Entity" means (a) any joint venture and (b) any non-Wholly-Owned Subsidiary of the Borrower.

"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 Revolving Credit Lender, such Lender's funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.  All L/C Advances shall be denominated in Dollars.

"L/C Borrowing" means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable Borrower Honor Date or refinanced as a Revolving Credit Borrowing.  All L/C Borrowings shall be denominated in Dollars.

"L/C Credit Extension" means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

"L/C Issuer" means (a) Bank of America or any of its Subsidiaries or Affiliates, and (b) any other Lender (or any of its Subsidiaries or Affiliates) that becomes an L/C Issuer in accordance with Section 2.03(k) or Section 10.06(f), in the case of each of clause (a) and (b) above, in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

"L/C Obligations" means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts in respect of Letters of Credit, 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.

"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.

"Lender" has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes the L/C Issuers and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a "Lender."

"Lender Participation Notice" has the meaning specified in Section 2.05(e)(iii).

"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 providing for the payment of cash upon the honoring of a presentation thereunder.

"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 relevant L/C Issuer.

"Letter of Credit Expiration Date" means the day that is five Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (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(h).

"Letter of Credit Sublimit" means an amount equal to the lesser of (a) $10,000,000 and (b) the aggregate amount of the Revolving Credit Commitments.

"License" means any authorization, permit, consent, special temporary authorization, franchise, ordinance, registration, certificate, license, agreement or other right filed with, granted by or entered into with a Governmental Authority which permits or authorizes the acquisition, construction, ownership or operation of a television broadcast station or any part thereof.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, deemed trust, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

"Lien Subordination Provisions" has the meaning specified in Section 8.01(l).

"Little Rock Acquisition" means the acquisition by the Mission Borrower of substantially all of the assets used or held for use in the operation of two television broadcasting stations located in Little Rock, Arkansas, in each case, owned by Newport Television and Newport Television License pursuant to and, in all material respects, in accordance with the terms of, that certain Mission Acquisition Agreement.

"Loan" means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loans or loans made pursuant to any Incremental Revolving Commitment).

"Loan Documents" means, collectively, (a) this Agreement, (b) the Notes executed and delivered pursuant to Section 4.01(b) or in connection with any reallocation of the Revolving Credit Commitment under the Revolver Reallocation Letter, (c) the Revolver Reallocation Letter, (d) the Guaranties, (e) the Security Documents, (f) the Fee Letters, (g) the Senior Second Lien Notes Intercreditor Agreement and each other Intercreditor Agreement relating to the Obligations, (h) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.17 of this Agreement, (i) all waivers, consents, agreements and amendments executed in connection with the Revolver Reallocation Letter, the Term B Reallocation Letter or the Term BA Reallocation Letter, (j) each Issuer Document, (k) the Notes executed and delivered in connection with any reallocation of the Term B Commitment under the Term B Reallocation Letter, (l) the Term B Reallocation Letter, and (m(m) the Notes executed and delivered in connection with any reallocation of the Term A Commitment under the Term A Reallocation Letter, (n) the Term A Reallocation Letter and (o) all other agreements executed and delivered by any Loan Party in connection with this Agreement; it being understood that no Secured Hedge Agreement shall be a Loan Document.

"Loan Notice" means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A, or any other form agreed to by the Borrower and the Administrative Agent.

"Loan Parties" means, collectively, the Borrower, the Intermediate Parent, the Ultimate Parent and each other Guarantor.

"Local Marketing Agreement" means, a local marketing arrangement, time brokerage agreement or similar arrangement pursuant to which a Person, subject to customary licensee preemption rights and other limitations, obtains the right to exhibit programming and sell advertising time on such television broadcast station constituting 15% or more of the air time per week of a television broadcast station licensed to another Person.

"London Banking Day" means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

"Majority Lenders" means, as of any date of determination, Lenders and Mission Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender's risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed "held" by such Revolving Credit Lender for purposes of this definition), (b) aggregate unused Revolving Credit Commitments, (c) Mission Total Outstandings, and (d) aggregate unused Mission Revolving Credit Commitments.  The (i) unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender and (ii) unused Mission Revolving Credit Commitment of, and the portion of the Mission Total Outstandings held or deemed held by, any Mission Defaulting Lender, in each case, shall be disregarded in determining Majority Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the relevant L/C Issuer, as the case may be, in making such determination.

"Management Advances" means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees or consultants of the Ultimate Parent, the Intermediate Parent, the Borrower or any Restricted Subsidiary:

(a)           (i) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business or (ii) for purposes of funding any such person’'s purchase of Equity Interests (or similar obligations) of the Borrower, its Subsidiaries, the Ultimate Parent or the Intermediate Parent with (in the case of this sub-clause (ii)) the approval of the board of directors;

(b)           in respect of moving related expenses incurred in connection with any closing or consolidation of any facility or office; or

(c)           not exceeding $5.0 million in the aggregate outstanding at any time.

"Master Agreement" has the meaning specified in the definition of "Swap Contract."

"Material Adverse Effect" means (a) a material adverse effect on the business, operations, assets, properties, liabilities (actual or contingent) or financial condition of the Nexstar Entities taken as a whole, (b) a material adverse effect on the ability of any Loan Party or other Restricted Subsidiary of a Loan Party to perform its obligations under any Loan Document to which it is a party, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party or other Restricted Subsidiary of a Loan Party of any Loan Document to which it is a party.

"Material Motor Vehicles" means each vehicle or other rolling stock of any Nexstar Entity which is a broadcast or remote production vehicle pledged to secure the Senior Second Lien Notes on the Closing Date.

"Material Real Property" means any Real Property other than (i) Non-Material Real Property and (ii) the Excluded Real Property.

"Material Subsidiary" means each Subsidiary of the Borrower and the Mission Borrower that is not an Immaterial Subsidiary.

"Maturity Date" means

(a)           with respect to the Revolving Credit Facility, the earlier of (i) December 3, 2017 and (ii) January 15, 2017, unless prior to October 15, 2016, the maturity date of the Senior Second Lien Notes has been extended to a date that is not earlier than 90 days after the maturity date set forth in clause (a)(i) preceding, and

(b)           with respect to the Term B Loans, the earlier of (i) December 3, 2019 so long as (A) there is less than $65,000,000 of the Senior Second Lien Notes outstanding on January 15, 2017 or (B) the Consolidated First Lien Net Leverage Ratio is less than or equal to 2.00 to 1.00 as of October 31, 2016 and (ii) if neither clause (b)(i)(A) or clause (b)(i)(B) is true, January 15, 2017; and

(c)           with respect to the Term A Loans, the earlier of (i)  June 28, 2018 and (ii) January 15, 2017, unless prior to October 15, 2016, the maturity date of the Senior Second Lien Notes has been extended to a date that is not earlier than 90 days after the maturity date set forth in clause (c)(i) preceding,

provided that if such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.

"Maximum Rate" has the meaning specified in Section 10.09.

"Minimum Extension Condition" has the meaning specified in Section 2.15(b).

"Minimum Tranche Amount" has the meaning specified in Section 2.15(b).

"Mission Acquisition Agreement" means that certain Asset Purchase Agreement, dated as of July 18, 2012, among Newport Television and Newport Television License and the Mission Borrower, as such agreement may be amended, modified, waived or otherwise changed.

"Mission Acquisition Documents" means the Mission Acquisition Agreement and any other document ancillary thereto or designated as "Mission Acquisition Documents" by the Administrative Agent and the Mission Borrower.

"Mission Administrative Agent" means the "Administrative Agent " as that term is defined in the Mission Credit Agreement.

"Mission Aggregate Available Revolving Credit Commitment" means the "Aggregate Available Revolving Credit Commitment" as that term is defined in the Mission Credit Agreement.

"Mission Aggregate Commitments" means the "Aggregate Commitments" as that term is defined in the Mission Credit Agreement.

"Mission Asset Swaps" means "Asset Swaps" 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 Borrower Equity Pledge Agreements" means, collectively, those certain First Restated Pledge Agreements to be executed by each of the Mission Equity Holders in form and substance substantially similar to those in existence immediately prior to the Closing Date with such changes agreed to by the Mission Borrower and the Administrative Agent, and each supplement to each of the foregoing, and any other agreement executed and delivered pursuant to Section 6.11 or Section 6.14 of the Mission Credit Agreement or otherwise pledging any of the Equity Interests of the Mission Borrower to secure Obligations and Mission Obligations.

"Mission Broadcast Licenses" means "Broadcast Licenses" as that term is defined in the Mission Credit Agreement.

"Mission Closing Date" means the "Closing Date" as that term is defined in the Mission Credit Agreement.

"Mission Collateral" means the "Collateral" 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 Fourth Amended and Restated Credit Agreement, dated as of the Closing Date, among the Mission Borrower, as borrower, the financial institutions from time to time parties thereto, Bank of America, as administrative agent, as the same may be further amended, modified, restated, supplemented, renewed, extended, increased, rearranged and/or substituted from time to time.

"Mission Credit Extensions" means the "Credit Extensions" as that term is defined in the Mission Credit Agreement.

"Mission Defaulting Lender" means "Defaulting Lender" as that term is defined in the Mission Credit Agreement.

"Mission Discounted Voluntary Prepayments" means "Discounted Voluntary Prepayments" as that term is defined in the Mission Credit Agreement.

"Mission Entity" means the Mission Borrower and any Person which is a direct or indirect Restricted Subsidiary of the Mission Borrower.

"Mission Entity Pledge Agreement" means the Third Restated Pledge and Security Agreement to be executed by the Mission Entities, in form and substance substantially similar to the Second Restated Pledge and Security Agreement in existence immediately prior to the Closing Date with such changes agreed to by the Mission Borrower and the Administrative Agent, and each supplement to the foregoing and any other agreement executed and delivered pursuant to Section 6.11 or Section 6.14 of the Mission Credit Agreement or otherwise pledging any of the Equity Interests of any of the Subsidiaries of the Mission Borrower to secure Obligations and Mission Obligations.

"Mission Equity Holders" means Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxx, and each other Person owning any Equity Interest in the Mission Borrower.

"Mission Event of Default" means an "Event of Default" as that term is defined in the Mission Credit Agreement.

"Mission Excluded Subsidiary" means "Excluded Subsidiary" as that term is defined in the Mission Credit Agreement.

"Mission Facility" means "Facility" as that term is defined in the Mission Credit Agreement.

"Mission First Amendment Closing Date" means "First Amendment Closing Date" as that term is defined in the Mission Credit Agreement.

"Mission Guaranty Agreement" means that certain Guaranty executed by each of the Mission Subsidiary Guarantors, in form and substance substantially similar to the Second Restated Guaranty (Nexstar Obligations) in existence immediately prior to the Closing Date with such changes agreed to by the Mission Borrower and the Administrative Agent, whereby the Mission Subsidiary Guarantors guarantee the Mission Obligations.

"Mission Guaranty of Nexstar Obligations" means the Third Restated Guaranty (Nexstar Obligations), dated as of the Closing Date, in form and substance substantially similar to the Second Restated Guaranty (Nexstar Obligations) in existence immediately prior to the Closing Date with such changes agreed to by the Mission Borrower and the Administrative Agent, executed by the Mission Entities, whereby the Mission Entities guarantee the Obligations.

"Mission Incremental Facilities" means "Incremental Facilities" as that term is defined in the Mission Credit Agreement.

"Mission Incremental Revolving Commitments" means "Incremental Revolving Commitments" as that term is defined in the Mission Credit Agreement.

"Mission Incremental Revolving Facility" means "Incremental Revolving Facility" as that term is defined in the Mission Credit Agreement.

"Mission Incremental Term A Loans" means "Incremental Term A Loans" as that term is defined in the Mission Credit Agreement.

"Mission Incremental Term Loans" means "Incremental Term Loans" as that term is defined in the Mission Credit Agreement.

"Mission Lender" means "Lender" as that term is defined in the Mission Credit Agreement.

"Mission Loan" means "Loan" as that term is defined in the Mission Credit Agreement.

"Mission Loan Documents" means "Loan Documents" as that term is defined in the Mission Credit Agreement.

"Mission Material Real Property" means "Material Real Property" 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 Pledge Agreements" means, collectively, the Mission Borrower Equity Pledge Agreements and the Mission Entity Pledge Agreement.

"Mission Restricted Subsidiaries" means "Restricted Subsidiaries" as that term is defined in the Mission Credit Agreement.

"Mission Retained Declined Proceeds" means "Retained Declined Proceeds" as that term is defined in the Mission Credit Agreement.

"Mission Revolving Credit Borrowings" means "Revolving Credit Borrowings" as that term is defined in the Mission Credit Agreement.

"Mission Revolving Credit Commitment" means "Revolving Credit Commitment" as that term is defined in the Mission Credit Agreement.

"Mission Revolving Credit Exposure" means "Revolving Credit Exposure" as that term is defined in the Mission Credit Agreement.

"Mission Revolving Credit Facility" means "Revolving Credit Facility" as that term is defined in the Mission Credit Agreement.

"Mission Revolving Credit Lender" means "Revolving Credit Lender" as that term is defined in the Mission Credit Agreement.

"Mission Revolving Credit Loans" means "Revolving Credit Loans" as that term is defined in the Mission Credit Agreement.

"Mission Security Agreement" means, collectively, that certain Fourth Restated Security Agreement to be executed by the Mission Entities in form and substance substantially similar to the Third Restated Security Agreement in existence immediately prior to the Closing Date with such changes agreed to by the Mission Borrower and the Administrative Agent, each Security Agreement Supplement executed and delivered pursuant to Section 6.11 or Section 6.14 of the Mission Credit Agreement or otherwise, and any other agreement executed and delivered pursuant to Section 6.11 or Section 6.14 of the Mission Credit Agreement or otherwise granting security interests in any assets or properties of the Mission Entities to secure Obligations and Mission Obligations.

"Mission Station" means "Station" as that term is defined in the Mission Credit Agreement.

"Mission Subordinated Debt Documents" means "Subordinated Debt Documents" as that term is defined in the Mission Credit Agreement.

"Mission Subsidiaries" means "Subsidiaries" as that term is defined in the Mission Credit Agreement.

"Mission Subsidiary Guarantors" means "Subsidiary Guarantors" as that term is defined in the Mission Credit Agreement.

"Mission Term A Borrowings" means "Term A Borrowings" as that term is defined in the Mission Credit Agreement.

"Mission Term A Commitments" means "Term A Commitments" as that term is defined in the Mission Credit Agreement.

"Mission Term A Lenders" means "Term A Lenders" as that term is defined in the Mission Credit Agreement.

"Mission Term A Loans" means "Term A Loans" as that term is defined in the Mission Credit Agreement.

"Mission Term B Borrowings" means "Term B Borrowings" as that term is defined in the Mission Credit Agreement.

"Mission Term B Commitments" means "Term B Commitments" as that term is defined in the Mission Credit Agreement.

"Mission Term B Lenders" means "Term B Lenders" as that term is defined in the Mission Credit Agreement.

"Mission Term B Loans" means "Term B Loans" as that term is defined in the Mission Credit Agreement.

"Mission Term Lenders" means "Term Lenders" as that term is defined in the Mission Credit Agreement.

"Mission Term Loan Commitments" means the "Term Loan Commitments" as that term is defined in the Mission Credit Agreement.

"Mission Term Loans" means "Term Loans" as that term is defined in the Mission Credit Agreement.

"Mission Total Outstandings" means "Total Outstandings" as that term is defined in the Mission Credit Agreement.

"Mission Total Revolving Credit Outstandings" means "Total Revolving Credit Outstandings" as that term is defined in the Mission Credit Agreement.

"Mission Total Term A Loan Outstandings" means "Total Term A Loan Outstandings" as that term is defined in the Mission Credit Agreement.

"Mission Total Term B Loan Outstandings" means "Total Term B Loan Outstandings" as that term is defined in the Mission Credit Agreement.

"Xxxxx'x" means Xxxxx'x Investors Service, Inc. and any successor thereto.

"Mortgage" means, collectively, a deed of trust, trust deed, deed to secure debt, mortgage, leasehold deed of trust, leasehold trust deed, leasehold deed to secure debt, leasehold mortgage and other similar instruments creating and evidencing Liens on one or more Real Properties made by the Loan Parties or any Restricted Subsidiary of a Loan Party for the benefit of the Secured Parties to secure all or any part of the Obligations or Mission Obligations, together with the assignments of leases and rents referred to therein or executed in connection therewith, including any Mortgage executed and delivered pursuant to Section 6.11 and Section 6.14, or Section 6.11 and Section 6.14 of the Mission Credit Agreement.  "Mortgage" includes without limitation each Existing Mortgage together with any applicable Mortgage Amendment.  Each Mortgage shall be in substantially the same form and substance as the Existing Mortgages, with such changes as (a) are required or advisable to comply with different state law or (b) may otherwise be reasonably acceptable to the Borrower, the Administrative Agent and the Collateral Agent (including, without limitation, such changes as may be reasonably satisfactory to the Collateral Agent and the Administrative Agent and their counsel to account for matters of Law, whether local or otherwise).

"Mortgage Amendment" means an amendment to an Existing Mortgage or an amendment and restatement of an Existing Mortgage, in each case in form and substance reasonably acceptable to the Collateral Agent.

"Mortgage Policy" means a fully paid American Land Title Association Lender's Extended Coverage title insurance policy with endorsements and in an amount acceptable to the Administrative Agent and Collateral Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent and Collateral Agent, insuring the Mortgage in question to be valid first and subsisting Lien on the property described therein, free and clear of all defects (including, but not limited to, filed mechanics' and materialmen's Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Administrative Agent and Collateral Agent may deem necessary or desirable.

"Mortgaged Properties" means collectively, (i) all Existing Mortgaged Properties and (ii) all other Material Real Properties or Mission Material Real Properties, owned by any Nexstar Entity or any Mission Entity as applicable, that become subject to a Mortgage.

"Multiemployer Plan" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

"Nationally Recognized Statistical Rating Organization" means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act.

"Net Cash Proceeds" means:

(a)           with respect to any Disposition by the Borrower or any Restricted Subsidiary, or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of the Borrower or such Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any of any Indebtedness that is secured by the applicable asset subject to such Disposition or Casualty Event and that is required to be repaid (and timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket fees and expenses (including attorneys' fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) Taxes paid or reasonably estimated to be actually payable as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated Taxes pursuant to subclause (C) exceeds the amount of Taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds and (D) any reserve for adjustment in respect of (1) the sale price of such asset or assets established in accordance with GAAP and (2) any liabilities associated with such asset or assets and retained by the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or with respect to any indemnification obligations associated with such transaction, it being understood that "Net Cash Proceeds" shall include (i) any cash or Cash Equivalents received upon the Disposition of any non-cash consideration by the Borrower or such Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in this subclause (D) or if such liabilities have not been satisfied in cash and such reserve is not reversed within 365 days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $1,000,000, (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year for all Dispositions shall exceed $5,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)), and (z) with respect to any Station Sharing Arrangement, Net Cash Proceeds shall exclude any gross proceeds received by the Borrower or any Restricted Subsidiary to the extent such gross proceeds are to be included in Consolidated Net Income; and

(b)           with respect to the incurrence or issuance of any Indebtedness by any Nexstar Entity, the excess, if any, of (i) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions and other reasonable and customary out-of-pocket expenses, incurred by such Nexstar Entity in connection with such incurrence or issuance; and

(c)           with respect to any Permitted Equity Issuance by any direct or indirect parent of the Borrower, the amount of cash from such Permitted Equity Issuance contributed to the capital of the Borrower.

"Newport Acquisition" has the meaning specified in the Preliminary Statements to this Agreement.

"Newport Material Adverse Effect" Notwithstanding the defined terms in this Agreement, capitalized terms used in this definition of "Newport Material Adverse Effect" have the meanings specified in the Acquisition Agreements: means, any event, state of facts, circumstance, development, change, effect or occurrence (an "Effect") that, individually or in the aggregate with any other Effect, has had or would reasonably be expected to have a materially adverse effect on the business, properties, assets, financial condition or results of operations of the Business and the Little Rock Business, taken as a whole, or on the ability of Seller to perform its material obligations under the Agreement, other than any Effect arising out of or resulting from (a) any Effect affecting the economy of the United States generally, including changes in the United States or foreign credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any town, city, region or country in which the Stations or the Little Rock Stations conduct business, only to the extent that the Effect thereof are not disproportionately adverse to or on the Stations, the Little Rock Stations, the Business or the Little Rock Business, (b) general changes or developments in the broadcast television industry to the extent that the Effect thereof are not disproportionately adverse to or on the Stations, the Little Rock Stations or the Business or the Little Rock Business, (c) the execution and delivery of this Agreement, the announcement of this Agreement and the transactions contemplated hereby, the consummation of the transactions contemplated hereby, the compliance with the terms of this Agreement or the taking of any action required by this Agreement or consented to by Buyer, (d) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date hereof (other than any of the foregoing that causes any damage or destruction to or renders unusable any material Purchased Assets or Mission Purchased Assets), only to the extent that the Effect thereof is not disproportionately adverse to or on the Stations or the Business, (e) any failure, in and of itself, by Seller or any Station or Little Rock Station to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (it being understood that the facts or occurrences giving rise to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect), (f) any matter of which Buyer is aware on the date hereof, (g) any Effect that results from any action taken at the express prior request of Buyer or with Buyer's prior consent, or (h) any breach by Buyer of its obligations under this Agreement; provided that, if the Mission Agreement has been terminated, then references in the foregoing definition to the Little Rock Business and the Little Rock Stations shall be disregarded.

"Newport Stations" means the television broadcasting stations listed on Exhibit A to the Nexstar Acquisition Agreement.

"Newport Television" means Newport Television LLC, a Delaware limited liability company.

"Newport Television License" means Newport Television License LLC, a Delaware limited liability company.

"Nexstar Acquisition Agreement" means the Asset Purchase Agreement, among the Sellers and the Borrower, dated July 18, 2012, as may be amended, modified, waived or otherwise changed.

"Nexstar Acquisition Documents" means the Nexstar Acquisition Agreement and any other document ancillary thereto or designated as "Nexstar Acquisition Documents" by the Administrative Agent and the Borrower.

"Nexstar Entity" means the Ultimate Parent, the Intermediate Parent, the Borrower and any Person which is a direct or indirect Restricted Subsidiary of the Ultimate Parent.

"Nexstar Guaranty Agreements" means, collectively, (a) the Third Restated Guaranty, dated as of the Closing Date, in form and substance substantially similar to the Second Restated Guaranty in existence immediately prior to the Closing Date with such changes agreed to by the Borrower and the Administrative Agent, executed and delivered by the Parent Guarantors, whereby the Parent Guarantors guarantee the Obligations, and (b) each Guaranty, executed and delivered by the Subsidiary Guarantors, in form and substance substantially similar to the Second Restated Pledge and Security Agreement in existence immediately prior to the Closing Date with such changes agreed to by the Borrower and the Administrative Agent, whereby the Subsidiary Guarantors guarantee the Obligations.

"Nexstar Guaranty of Mission Obligations" means the Third Restated Guaranty (Mission Obligations), dated as of the Closing Date, in form and substance substantially similar to the Second Restated Guaranty (Mission Obligations) in existence immediately prior to the Closing Date with such changes agreed to by the Borrower and the Administrative Agent, executed and delivered by the Nexstar Entities in favor of the Mission Lenders, whereby the Nexstar Entities guarantee the Mission Obligations.

"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 1.01(a).

"Nexstar/Mission Ratable Status" has the meaning specified in Section 10.21(b).

"Nexstar Pledge Agreement" means the Third Restated Pledge and Security Agreement to be executed by the Nexstar Entities, in form and substance substantially similar to the Second Restated Pledge and Security Agreement in existence immediately prior to the Closing Date with such changes agreed to by the Borrower and the Administrative Agent, and each supplement to the foregoing and any other agreement executed and delivered pursuant to Section 6.11 or Section 6.14 pledging any of the Equity Interests of any of the Nexstar Entities to secure Obligations and Mission Obligations.

"Nexstar Security Agreement" means, collectively, that certain Fourth Restated Security Agreement to be executed by the Nexstar Entities, in form and substance substantially similar to the Third Restated Security Agreement in existence immediately prior to the Closing Date with such changes agreed to by the Borrower and the Administrative Agent, each Security Agreement Supplement executed and delivered pursuant to Section 6.11 or Section 6.14 and any other agreement executed and delivered pursuant to Section 6.11 or Section 6.14 or otherwise granting security interests in any assets or properties of the Nexstar Entities to secure Obligations and Mission Obligations.

"Non-Consenting Lender" means any Lender that does not approve any consent, waiver or amendment under this Agreement, any Loan Document, the Mission Credit Agreement or any Mission Loan Document that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Majority Lenders, the Required Revolving Credit Lenders, the Required Term A Lenders, or the Required Term B Lenders, as applicable.

"Non-Loan Party" means (a) any Subsidiary of the Ultimate Parent that is not a Loan Party and (b) any Mission Subsidiary that is not a Loan Party.

"Non-Material Real Property" means, (a) prior to the Senior Second Lien Termination Date, (i) the leasehold Real Property of a Nexstar Entity not subject to an Existing Mortgage on the Closing Date and (ii) the fee owned Real Property of a Nexstar Entity that is not subject to an Existing Mortgage on the Closing Date where the book value is less than $2,000,000 and (b) on and after the Senior Second Lien Termination Date, (i) the leasehold Real Property of a Nexstar Entity and (ii) the fee owned Real Property of a Nexstar Entity where the book value is less than $2,000,000.

"Nonrenewal Notice Date" has the meaning specified in Section 2.03(b)(iii).

"Note" means a Term A Note, a Term B Note, or a Revolving Credit Note, as the context may require.

"Notice of Reinvestment Election" has the meaning specified in Section 2.05(b)(ii)(B)

"NPL" means the National Priorities List under CERCLA.

"Obligations" means all (a) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or other Subsidiary arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, in each case 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 Loan Party, or any Subsidiary of a Loan 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, (b) obligations of any Loan Party or any other Subsidiary arising under any Secured Hedge Agreement, and (c) Cash Management Obligations; provided that the "Obligations" shall exclude any Excluded Swap Obligations.  Without limiting the generality of the foregoing, the Obligations of the Loan Parties and the Subsidiaries of Loan Parties under the Loan Documents (and of any of their Subsidiaries to the extent they have obligations under the Loan Documents) include (i) the obligation (including Guarantee Obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or any other Subsidiary under any Loan Document and (ii) the obligation of any Loan Party or any other Subsidiary to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

"OECD" means the Organization for Economic Cooperation and Development.

"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.

"Offered Loans" has the meaning specified in Section 2.05(e)(iii).

"OID" has the meaning specified in Section 2.14(b)(viiivii).

"Organization Documents" means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

"Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

"Other Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

"Outstanding Amount" means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date, and (b) 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 of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Credit Borrowing) by the Borrower.

"Overnight Rate" means, for any day, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the relevant L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation.

"Parent Guarantors" means the Intermediate Parent, the Ultimate Parent, and any other Person holding any portion of the Equity Interests of the Borrower.

"Participant" has the meaning specified in Section 10.06(d).

"Participant Register" has the meaning specified in Section 10.06(d).

"PBGC" means the Pension Benefit Guaranty Corporation.

"Pension Act" means the Pension Protection Act of 2006.

"Pension Funding Rules" means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

"Pension Plan" means any employee pension benefit plan as such term is defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

"Permitted Acquisition" means any acquisition that is permitted under the terms of Section 7.03(j).

"Permitted Asset Swap" means any Asset Swap permitted to occur under the terms of Section 7.05(m).

"Permitted Encumbrances" has the meaning specified in the Mortgages.

"Permitted Equity Issuance" means any sale or issuance of any Qualified Equity Interests of the Ultimate Parent or any direct or indirect parent of the Ultimate Parent, in each case to the extent permitted (or not prohibited) hereunder.

"Permitted Holders" means, collectively, (1) ABRY Partners and (2) members of management of the Borrower (or Ultimate Parent or Intermediate Parent).

"Permitted Refinancing" means, with respect to any Person, any modification (other than a release of such Person), refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, and as otherwise permitted under Section 7.02, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) at the time thereof, no Event of Default shall have occurred and be continuing, (d) to the extent such Indebtedness being so modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being so modified, refinanced, refunded, renewed or extended, (e) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)), and (f) such modification, refinancing, refunding, renewal or extension is only incurred by the Person who is the obligor of the Indebtedness being so modified, refinanced, refunded, renewed or extended.

"Permitted Revolver Reallocation" has the meaning specified in the Revolver Reallocation Letter.

"Permitted Sale Leaseback" means any Sale Leaseback consummated by the Borrower or any Restricted Subsidiary after the Closing Date; provided that (a) no Default exists both before and after giving effect thereto, (b) any such Sale Leaseback not between (i) a Loan Party and another Loan Party or (ii) a Restricted Subsidiary that is not a Loan Party and another Restricted Subsidiary that is not a Loan Party must be, in each case, consummated for fair value as determined at the time of consummation in good faith by the Borrower or such Restricted Subsidiary, (c) all net proceeds and compensation received for each such Sale Leaseback is 100% cash, (d) 100% of the Net Cash Proceeds of such Sale Leaseback are used to prepay the Loans in accordance with the terms of Section 2.05(b) (and except as provided in Section 2.05(b)), and (e) any television stations owned by the Borrower and the Mission Borrower in the same market are sold concurrently by the Borrower and the Mission Borrower in connection with such Sale Leaseback and in accordance with the terms of this Agreement and the Mission Credit Agreement.

"Permitted Term A Reallocation" has the meaning specified in the Term A Reallocation Letter.

"Permitted Term B Reallocation" has the meaning specified in the Term B Reallocation Letter.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

"Plan" means any employee benefit plan within the meaning of Section 3(3) of ERISA, maintained for employees of a Loan Party (or, solely with respect to such a plan subject to Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate) or any such Plan to which a Loan Party (or, solely with respect to such a plan subject to Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate) is required to contribute on behalf of any of its employees.

"Platform" has the meaning specified in Section 6.02.

"Pledge Agreements" means, collectively, the Nexstar Pledge Agreement and the Mission Pledge Agreements.

"Pro Forma Basis" and "Pro Forma Effect" mean, with respect to compliance with any test hereunder for an applicable period of measurement, that all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (i) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction (excluding Taxes, solely, for purposes of determining clause (iv) of the definition of "Consolidated Fixed Charge Coverage Ratio") (A) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of the Borrower or any division used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (B) in the case of a Permitted Acquisition or Investment described in the definition of "Specified Transaction," shall be included, (ii) any retirement of Indebtedness, and (iii) any Indebtedness incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (as determined by the Borrower in good faith) (1) directly attributable to such transaction, (2) expected to have a continuing impact on the Borrower and its Restricted Subsidiaries and (3) factually supportable.

"Pro Forma Financial Statements" has the meaning specified in Section 5.05(c).

"Proposed Discounted Prepayment Amount" has the meaning specified in Section 2.05(e)(ii).

"Public Lender" has the meaning specified in Section 6.02.

"Qualified ECP Guarantor" means, in respect of any Swap Obligations, at any time, each Loan Party, that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

"Qualified Equity Interests" means any Equity Interests that are not Disqualified Equity Interests.

"Qualifying Balances" means, as at any date, the sum of

(a)           the aggregate amount of unrestricted cash and Domestic Cash Equivalents on hand of the Borrower, its Restricted Subsidiaries and the Mission Entities on such date (in each case, (i) free and clear of all Liens, other than Liens granted under the Loan Documents, and (ii) excluding Cash Collateral and other amounts held in accounts that hold cash for payment of any specified payable) and

(b)           without duplication of the amounts in clause (a) preceding, cash on hand of the Borrower on such date that is to be used for the repayment of existing Indebtedness under any Indenture Documentation in accordance with the terms of such Indenture Documentation, and which such repayment is permitted by the terms of this Agreement, but in each case only after an irrevocable tender offer or redemption notice with respect to such Indebtedness has been issued, and

in each case of (a) and (b) preceding, only to the extent such cash or Domestic Cash Equivalents, as applicable, is included in the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of such date, which aggregate amount of unrestricted cash and Domestic Cash Equivalents shall be determined without giving pro forma effect to the proceeds of Indebtedness incurred or proposed to be incurred on such date; provided that, notwithstanding the foregoing, for purposes of this definition (1) Qualifying Balances shall not at any time exceed the sum of (A) $75,000,000, plus (B) the amount of cash on hand of the Borrower meeting the qualifications set forth in clause (b) preceding and (2) Qualifying Balances shall be deemed to be zero for any day on which an Event of Default shall have occurred and be continuing.

"Qualifying Lenders" has the meaning specified in Section 2.05(e)(iv).

"Qualifying Loans" has the meaning specified in Section 2.05(e)(iv).

"Reallocated Term A Commitment Amount" has the meaning specified in Section 2.01(d)(ii).

"Reallocated Term B Commitment Amount" has the meaning specified in Section 2.01(a)(ii).

"Real Property" means, with respect to any Person, all of the right, title and interest of such Person in and to land, and the improvements and fixtures located thereon, including Leaseholds.

"Recipient" means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party or any Subsidiary of a Loan Party hereunder.

"Refinancing" means the repayment, repurchase or other discharge of all Existing Indebtedness other than Surviving Indebtedness.

"Refinancing Revolving Commitments" means Incremental Revolving Commitments and Incremental Revolving Facilities that are designated by a Responsible Officer of the Borrower as "Refinancing Revolving Commitments" in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent on or prior to the date of incurrence.

"Refinancing Term Loans" means Incremental Term Loans and Incremental Term Loan Increases that are designated by a Responsible Officer of the Borrower as "Refinancing Term Loans" in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent on or prior to the date of incurrence.

"Register" has the meaning specified in Section 10.06(c).

"Rejection Notice" has the meaning specified in Section 2.05(b)(v).

"Related Indemnified Person" means, with respect to any Indemnitee, (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents, advisors or representatives of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c) acting on behalf of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition pertains to a controlled affiliate or controlling person involved in the Transaction.

"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, counsel, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person's Affiliates.

"Removal Effective Date" has the meaning specified in Section 9.06(b).

"Reportable Event" means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

"Repricing Transaction" means (a) any prepayment or repayment of Term B Loans, with the proceeds of, or any conversion of Term B Loans into, any (i) new or replacement tranche of bank term loans (including Incremental Term Loans) (other than term A loans) or (ii) any Indebtedness incurred under Section 7.02(u)(i), in any case bearing interest with an "effective yield" (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the "effective yield" applicable to the Term B Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) but excluding any new or replacement loans incurred in connection with a Change of Control, and (b) any amendment (including pursuant to a Refinancing Term Loan as contemplated by Section 2.14 or replacement of a Term Loan as contemplated by Section 10.01) to the Term B Loans which reduces the "effective yield" applicable to the Term B Loans.  For purposes of the foregoing, "effective yield" per annum, shall mean, as of any date of determination, the sum of (i) the higher of (A) the Eurodollar Rate on such date for a deposit in Dollars with a maturity of one month and (B) the Eurodollar Rate floor, if any, with respect thereto as of such date, (ii) the interest rate margins as of such date (with such interest rate margin and interest spreads to be determined by reference to the Eurodollar Rate) and (iii) the amount of original issue discount and upfront fees thereon (converted to yield assuming a four-year average life and without any present value discount).

"Request for Credit Extension" means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

"Required Revolving Credit Lenders" means, as of any date of determination, Revolving Credit Lenders and Mission Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender's risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed "held" by such Revolving Credit Lender for purposes of this definition), (b) aggregate unused Revolving Credit Commitments, (c) Mission Total Revolving Credit Outstandings, and (d) aggregate unused Mission Revolving Credit Commitments.  The (i) unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender and (ii) unused Mission Revolving Credit Commitment of, and the portion of the Mission Total Revolving Credit Outstandings held or deemed held by, any Mission Defaulting Lender, in each case, shall be disregarded in determining Required Revolving Credit Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the relevant L/C Issuer, as the case may be, in making such determination.

"Required Term A Lenders" means, as of any date of determination, Term A Lenders and Mission Term A Lenders holding more than 50% of the sum of the (a) Total Term A Loan Outstandings, (b) Mission Total Term A Loan Outstandings and (c) the aggregate outstanding amount of all loans and all other credit extensions under the Rocky Creek Loan.  The (i) portion of the Total Term A Loan Outstandings and the portion of the aggregate outstanding amount of all loans and all other credit extensions under the Rocky Creek Loan held or deemed held by, any Defaulting Lender and (ii) portion of the Mission Total Term A Loan Outstandings held or deemed held by, any Mission Defaulting Lender, in each case, shall be disregarded in determining Required Term A Lenders at any time.

"Required Term B Lenders" means, as of any date of determination, Term B Lenders and Mission Term B Lenders holding more than 50% of the sum of the (a) Total Term B Loan Outstandings and (b) Mission Total Term B Loan Outstandings.  The (i) portion of the Total Term B Loan Outstandings held or deemed held by, any Defaulting Lender and (ii) portion of the Mission Total Term B Loan Outstandings held or deemed held by, any Mission Defaulting Lender, in each case, shall be disregarded in determining Required Term B Lenders at any time.

"Resignation Effective Date" has the meaning specified in Section 9.06(a).

"Responsible Officer" means the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer or controller of a specified Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

"Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Nexstar Entity or Mission Entity or any of their Restricted Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to any such Person's stockholders, partners or members (or the equivalent of any thereof) in respect of such Equity Interest.

"Restricted Subsidiary" means (a) any Subsidiary of the Borrower that is not an Unrestricted Subsidiary, (b) when such term is used herein with the designation of "Restricted Subsidiary of the Loan Parties" or "Loan Parties and their Restricted Subsidiaries", or other similar designations, "Restricted Subsidiary" means each Person that meets the qualifications set forth in clause (a) preceding together with each Person meeting the qualification set forth in clause (a) of the definition of "Restricted Subsidiary" in the Mission Credit Agreement, and (c) when such term is used herein with the designation of "Restricted Subsidiary of the Ultimate Parent", "Restricted Subsidiary" means each Person that meets the qualifications set forth in clause (a) preceding together with each Person that is a Subsidiary of the Ultimate Parent that is required to be a Guarantor and pledge its assets in accordance with the terms of this Agreement.

"Retained Declined Proceeds" has the meaning specified in Section 2.05(b)(v).

"Revolver Reallocation Letter" means that certain letter among the Borrower, the Revolving Credit Lenders and the Mission Revolving Credit Lenders permitting under certain circumstances the reallocation of the Revolving Credit Commitments and the Mission Revolving Credit Commitments as described on Schedule 1.01(c).

"Revolving Credit Borrowing" means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

"Revolving Credit Commitment" means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b) or Section 2.03, as applicable, (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 2.01 under the caption "Revolving Credit Commitment" or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement and as such Revolving Credit Commitment may be adjusted in accordance with the terms of the Revolver Reallocation Letter.  The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $65,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement and the Revolver Reallocation Letter.

"Revolving Credit Exposure" means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Revolving Credit Lender's participation in L/C Obligations and Swing Line Loans at such time.

"Revolving Credit Facility" means, at any time, the aggregate amount of the Revolving Credit Lenders' Revolving Credit Commitments at such time.

"Revolving Credit Lender" means, at any time, any Lender that has a Revolving Credit Commitment or that holds Revolving Credit Loans at such time.

"Revolving Credit Loan" has the meaning specified in Section 2.01(b).

"Revolving Credit Note" means a promissory note made by the Borrower payable to any Revolving Credit Lender, or its registered assigns, evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-2.

"Rocky Creek" means Rocky Creek Communications, Inc., a Delaware corporation.

"Rocky Creek Loan" means the loan (if any) provided by one or more of the Term A Lenders to Rocky Creek in an aggregate amount not to exceed $18,000,000 to the extent requested by the Borrower on or prior to the CCA Funding Date.

"S&P" means Standard & Poor's Financial Services LLC, a subsidiary of The XxXxxx-Xxxx Companies, Inc., and any successor thereto.

"Sale Leaseback" means any transaction or series of related transactions pursuant to which the Borrower or any of its Restricted Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

"Sanction(s)" means any international economic sanction administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty's Treasury or other relevant sanctions authority.

"SEC" means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

"Secured Hedge Agreement" means any Swap Contract permitted under Section 7.02(c) that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, the Swing Line Lender, 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 Loan Documents.

"Securities Act" means the Securities Act of 1933.

"Security Agreement" means, collectively, the Nexstar Security Agreement, the Mission Security Agreement, and each Security Agreement Supplement executed and delivered pursuant to Section 6.11 and Section 6.14 and pursuant to Section 6.11 and Section 6.14 of the Mission Credit Agreement.

"Security Agreement Supplement" has the meaning specified in the Security Agreement.

"Security Documents" means, collectively, the Security Agreements, the Pledge Agreements, the Mortgages, each of the deeds of trust, mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements, intellectual property security agreements, assignments, account control agreements, or other agreements granting Liens or security interests, or assignments, required to be delivered pursuant to Section 4.01, Section 6.11 or Section 6.14, or pursuant to Section 4.01, Section 6.11 or Section 6.14 of the Mission Credit Agreement, and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee for the benefit of any of the Secured Parties securing all or any portion of the Obligations or the Mission Obligations.

"Sellers" means, collectively, Newport Television and Newport Television License.

"Senior 67/8% Notes due 2020" means the 67/8% Senior Notes due 2020 issued by the Borrower.

"Senior 67/8% Notes due 2020 Indenture" means that certain Indenture dated November 9, 2012, among the Borrower, the Intermediate Parent, the Mission Entities and The Bank of New York Mellon, as trustee under such Indenture, executed in connection with the Senior 67/8% Notes due 2020 and any supplement or amendment thereto.

"Senior 67/8% Notes due 2020 Indenture Documentation" means the Senior 67/8% Notes due 2020, the Senior 67/8% Notes due 2020 Indenture, and all agreements and instruments executed by the Borrower or any other Loan Parties or any Subsidiary of a Loan Party in connection with the Senior 67/8% Notes due 2020 and the Senior 67/8% Notes due 2020 Indenture.

"Senior Second Lien Notes" means the 8.875% Senior Secured Second Lien Notes due 2017, issued by the Borrower and the Mission Borrower.

"Senior Second Lien Notes Indenture" means that certain Indenture dated April 19, 2010 among the Borrower, the Mission Borrower, the Guarantors and The Bank of New York Mellon, as trustee under such Indenture, and Wilmington Trust, FSB, executed in connection with the Senior Second Lien Notes, and any supplement or amendment thereto.

"Senior Second Lien Notes Indenture Documentation" means the Senior Second Lien Notes, the Senior Second Lien Notes Indenture, and all agreements and instruments executed by the Borrower or any other Loan Parties or any Subsidiary of a Loan Party in connection with the Senior Second Lien Notes and the Senior Second Lien Notes Indenture, including without limitation, all agreements granting any second Lien to secure any of the Senior Second Lien Notes.

"Senior Second Lien Notes Intercreditor Agreement" means that certain Intercreditor Agreement executed as of April 19, 2010 between the Administrative Agent, The Bank of New York Mellon, the Mission Borrower, the Borrower, the other Nexstar Entities, Xxxxx X. Xxxxx and Wilmington Trust FSB.

"Senior Second Lien Termination Date" means such date on which the Senior Second Liens Notes have all been repaid in full, extinguished and terminated, regardless of whether by redemption, repayment, defeasance or otherwise and the Senior Second Lien Notes Indenture Documentation has been terminated.

"Shared Services Agreement" means a shared services arrangement or other similar contractual arrangement pursuant to which a Person owning a television broadcast station provides certain technical, business, management, administrative, back-office or other services in support of the business or operation of a second television broadcast station owned by another Person (who is not an Affiliate of the first Person).

"Shared Services Party" means, with respect to any Shared Services Party Station, any Person (including any Mission Entity) that (a) holds the Broadcast Licenses with respect to such Shared Services Party Station, (b) in connection therewith, is a party to a Sharing Arrangement with any Nexstar Entity with respect to such Shared Services Party Station, and (c) incurs any Indebtedness, all or any portion of which is required to be guaranteed by, or secured by any of the assets or properties of, any Loan Party.

"Shared Services Party Acquisition" means the acquisition of a Shared Services Party Station, whether by means of the acquisition of all of the assets of such Shared Services Party Station by a Shared Services Party, the acquisition of a portion of the assets of such Shared Services Party Station by a Shared Services Party with the remaining portion being acquired by one or more Nexstar Entities or otherwise.

"Shared Services Party Credit Facility" means a loan facility to be entered into by a Shared Services Party and the lenders party thereto for the purpose of financing the purchase price of a Shared Services Party Acquisition and paying any fees, commissions and expenses in connection therewith regardless of whether such Indebtedness is guaranteed by any Nexstar Entity.

"Shared Services Party Station" means (a) any Mission Station, and (b) any television broadcast station, other than a Station (including, without limitation, certain licenses (including all permits, licenses and authorizations of the FCC with respect to such station), equipment, real property, contracts and intellectual property and other assets related to the operation of such station), that is subject to a Sharing Arrangement entered into by a Nexstar Entity.

"Sharing Arrangement" means any Shared Services Agreement, Joint Sales Agreement or Local Marketing Agreement.

"Sold Entity or Business" has the meaning specified in the definition of the term "Consolidated EBITDA."

"Solvent" and "Solvency" mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property (for the avoidance of doubt, calculated to include goodwill and other intangibles) of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can be reasonably be expected to become an actual or matured liability), (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"Specified Acquisition Agreement Representations" means such of the representations made by the Sellers with respect to the Target Assets in the Acquisition Agreements as are material to the interests of the Lenders, but only to the extent that the applicable (a) Nexstar Entity has the right not to consummate the Newport Acquisition or (b) Mission Entity has the right not to consummate the Little Rock Acquisition, as applicable, or to terminate its obligations under the applicable Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreements.

"Specified Equity Contribution" means any direct or indirect equity investment in the Borrower in cash in the form of common Equity Interests (or other Qualified Equity Interests reasonably acceptable to the Administrative Agent) made pursuant to Section 8.05.

"Specified Transaction" means any Investment (including the Newport Acquisition and the Little Rock Acquisition), Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation (as a Restricted Subsidiary or an Unrestricted Subsidiary), discontinuance of operations, the incurrence of Incremental Term Loans or Incremental Revolving Commitments, or any other event that by the terms of this Agreement requires such test to be calculated on a "Pro Forma Basis" or after giving "Pro Forma Effect"; provided that any increase in the Revolving Credit Commitment, for purposes of this "Specified Transaction" definition, shall be deemed to be fully drawn; provided, further, that any such Specified Transaction having an aggregate value of less than $5,000,000 shall not be calculated on a "Pro Forma Basis" or after giving "Pro Forma Effect."

"Sponsor" means each of ABRY Partners and its Affiliates and funds or partnerships managed by it or any of its Affiliates, but not including, however, any of their portfolio companies that do not own Equity Interests directly or indirectly in any of the Loan Parties or any of their Affiliates.

"Station" means, at any time and with respect to the television broadcast stations of the Borrower (or, as applicable any Subsidiary of the Borrower) (a) as set forth on Schedule 1.01(b) hereto, or (b) as acquired, directly or indirectly, by a Nexstar Entity after the Closing Date pursuant to a transaction permitted under the Loan Documents; provided, that any such television broadcast station that ceases to be owned, directly or indirectly, by a Nexstar Entity pursuant to a transaction permitted under the Loan Documents shall, upon the consummation of such transaction, cease to be a "Station" hereunder.  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.

"Station Sharing Arrangement" means any Sharing Arrangement under which a Person, other than a Nexstar Entity, provides services or obtains the right to provide programming to, or sells advertising availabilities on or with respect to, a Station.

"Strategic Shared Services Party" means any Person, other than a Shared Services Party, that is party to a Sharing Arrangement with any Nexstar Entity.

"Subordinated Debt" means Indebtedness incurred by a Loan Party or any Restricted Subsidiary of a Loan Party that is subordinated in right of payment to the prior payment of all Obligations of such Loan Party or such Restricted Subsidiary of a Loan Party under the Loan Documents, in each case only to the extent the principal amount of such Subordinated Debt is in excess of the Threshold Amount.

"Subordinated Debt Documents" means any agreement, indenture and instrument pursuant to which any Subordinated Debt is issued, in each case as amended to the extent permitted under the Loan Documents.

"Subordination Provisions" has the meaning specified in Section 8.01(l).

"Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall (a) refer to a Subsidiary or Subsidiaries of the Borrower, and (b) include the Mission Entities to the extent specified in, and in accordance with the terms of, Section 1.03(d) (but only to the extent specified by Section 1.03(d)).

"Subsidiary Guarantors" means, collectively, the Subsidiaries of the Borrower that are Guarantors.

"Surviving Indebtedness" has the meaning specified in Section 7.02(s).

"Swap Contract" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.

"Swap Obligation" means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act.

"Swap Termination Value" means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts 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 xxxx-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

"Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to Section 2.04.

"Swing Line Facility" means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

"Swing Line Lender" means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

"Swing Line Loan" has the meaning specified in Section 2.04(a).

"Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B, or in such other form agreed to by the Borrower and the Administrative Agent.

"Swing Line Obligations" means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

"Swing Line Sublimit" means an amount equal to the lesser of (a) $10,000,000 and (b) the aggregate principal amount of the Revolving Credit Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

"Syndication Agent" means UBS Securities LLC in its capacity as Syndication Agent under this Agreement.

"Target Assets" means all assets being acquired pursuant to the Acquisition Agreements.

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), 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, operating Internet-based information services and selling advertising for such services, and developing uses other than broadcasting for the digital spectrum used by television stations.

"Term A Availability Period" means in respect of the Term A Commitments, the period from and including the First Amendment Closing Date to the earliest of (a) the CCA Funding Date, (b) the date of termination of the commitment of each Term A Lender to make Term A Loans pursuant to Section 8.02 or Section 2.06, and (c) April 30, 2014.

"Term A Borrowing" means a borrowing consisting of Term A Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(d)(i) or Section 2.01(d)(ii), as applicable.

"Term A Commitment" means, as to each Term A Lender, its obligation to make a Term A Loan to the Borrower pursuant to Section 2.01(d) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 2.01(a) under the caption "Term A Commitment" or in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be (i) adjusted from time to time in accordance with this Agreement and (ii) increased or decreased in accordance with the terms of the Term A Reallocation Letter.  The initial aggregate amount of the Term A Commitments is $144,000,000 minus the amount of the Rocky Creek Loan (if any), as such amount may be increased or decreased in accordance with the terms of the Term A Reallocation Letter.

"Term A Facility" means, at any time, (a) on or prior to the First Amendment Closing Date, the aggregate amount of the Term A Commitments at such time and (b) thereafter, the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time.

"Term A Facility Ticking Fee" has the meaning set forth in Section 2.09(d).

"Term A Lender" means at any time, any Lender that has a Term A Commitment or a Term A Loan at such time or is a lender under the Rocky Creek Loan.

"Term A Loan" means the Loans made pursuant to Section 2.01(d).

"Term A Note" means a promissory note made by the Borrower in favor of a Term A Lender, or its registered assigns, evidencing Term A Loans made by such Term A Lender, substantially in the form of Exhibit C-3.

"Term A Reallocation Letter" means that certain letter among the Borrower, the Term A Lenders and the Mission Term A Lenders permitting under certain circumstances the reallocation of the Term A Commitment and Mission Term A Commitment as described on Schedule 1.01(c).

"Term B Advance Period" means that period commencing on the Closing Date and ending on the Term B Advance Period Termination Date.

"Term B Advance Period Termination Date" means June 3, 2013.

"Term B Borrowing" means a borrowing consisting of Term B Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to Section 2.01(a).

"Term B Commitment" means, as to each Term B Lender, its obligation to make a Term B Loan to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 2.01 under the caption "Term B Commitment" or in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be (i) adjusted from time to time in accordance with this Agreement and (ii) increased in accordance with the terms of the Term B Reallocation Letter.  The initial aggregate amount of the Term B Commitments is $246,000,000, as such amount may be increased in accordance with the terms of the Term B Reallocation Letter.

"Term B Facility" means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term B Commitments at such time and (b) thereafter, the aggregate principal amount of the Term B Loans of all Term B Lenders outstanding at such time.

"Term B Lender" means at any time, any Lender that has a Term B Commitment or a Term B Loan at such time.

"Term B Loan" means a Loan made pursuant to Section 2.01(a).

"Term B Loan Applicable Rate Adjustment Date" means the first date after March 31, 2013 on which each of the following conditions in clauses (a), (b) and (c) following is satisfied:  (a) there exists no Default on such date, (b) the Consolidated Total Net Leverage Ratio is less than 4.75:1.00 as demonstrated in a Compliance Certificate delivered to the Administrative Agent for the fiscal quarter end March 31, 2013, or for any fiscal quarter end thereafter, and (c) the first date on which (i) both the Term B Lenders and Mission Term B Lenders have advanced Term B Loans and Mission Term B Loans in the full amount of the aggregate Term B Commitments and the aggregate Mission Term B Commitments, respectively or (ii) the Term B Advance Period Termination Date has occurred and the Term B Commitments have been terminated.

"Term B Note" means a promissory note made by the Borrower in favor of a Term B Lender, or its registered assigns, evidencing Term B Loans made by such Term B Lender, substantially in the form of Exhibit C-1.

"Term B Reallocation Letter" means that certain letter among the Borrower, the Term B Lenders and the Mission Term B Lenders permitting under certain circumstances the reallocation of the Term B Commitment and Mission Term B Commitment as described on Schedule 1.01(c).

"Term Borrowing" means a Term A Borrowing, a Term B Borrowing or a borrowing in respect of Incremental Term Loans, as the context requires.

"Term Lender" means, at any time, any Lender that has a Term A Commitment, a Term  A Loan, a Term B Commitment, a Term B Loan or an Incremental Term Loan at such time.

"Term Loan" means a Term A Loan, a Term B Loan, an Incremental Term Loan or an Extended Term Loan, as the context requires.

"Term Loan Commitments" means a Term A Commitment, a Term B Commitment or a commitment in respect of any Incremental Term Loans or any combination thereof, as the context may require.

"Test Period" means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower ending on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or (b).

"Threshold Amount" means $25,000,000.

"Ticking Fee" has the meaning specified in Section 2.09(c).

"Total Assets" means the total assets of the Nexstar Entities and the Mission Entities on a consolidated basis, as shown on the most recent balance sheet of the Ultimate Parent delivered pursuant to Section 6.01(a) or (b) (or, for the period prior to the time any such statements are so delivered pursuant to such sections, the pro forma financial statements of the Ultimate Parent giving effect to the Transaction).

"Total Outstandings" means the sum of (i) the aggregate Outstanding Amount of all Loans and all L/C Obligations and (ii) the aggregate outstanding amount of all loans and all other credit extensions under the Rocky Creek Loan.

"Total Revolving Credit Outstandings" means, on any date of determination, the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations on such date.

"Total Term A Loan Outstandings" means on any date of determination, the aggregate Outstanding Amount of all Term A Loans on such date.

"Total Term B Loan Outstandings" means on any date of determination, the aggregate Outstanding Amount of all Term B Loans on such date.

"Transaction" means, collectively, (a) the Newport Acquisition, (b) the funding of the Term B Loans and the Initial Revolving Borrowing on the Closing Date, (c) the Refinancing, (d) the consummation of any other transactions in connection with the foregoing and (e) the payment of the fees and expenses incurred in connection with any of the foregoing.

"Type" means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

"UCC" means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

"Ultimate Parent" means Nexstar Broadcasting Group, Inc., a Delaware corporation.

"United States" and "U.S." mean the United States of America.

"Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

"Unrestricted Subsidiary" means (a) as of the Closing Date, each Subsidiary of the Borrower and the Mission Borrower listed on Schedule 1.01(e), (b) each Subsidiary of the Borrower and the Mission Borrower designated by the board of directors of the Borrower and the Mission Borrower as an Unrestricted Subsidiary pursuant to Section 2.18 subsequent to the Closing Date and (c) any Subsidiary of an Unrestricted Subsidiary; provided that, notwithstanding the foregoing, no Subsidiary or Mission Subsidiary that executes and delivers (or has executed and delivered) (i) any Loan Document, including without limitation a Guaranty or any Security Document, or (ii) a guarantee of (or provides or has provided any other credit support for) the Senior Second Lien Notes, the Senior 67/8% Notes due 2020, any Subordinated Debt, or any other public indebtedness of any Nexstar Entity or Mission Entity, or of any Restricted Subsidiary of a Loan Party, such Subsidiary or such Mission Subsidiary, as applicable, shall be designated as an Unrestricted Subsidiary.  Notwithstanding the foregoing or any other provision in this Agreement or any other Loan Document to the contrary, no Subsidiary or Mission Subsidiary shall be considered an "Unrestricted Subsidiary" if it does not receive similar treatment under all of the Indenture Documentation.

"U.S. Person" means any Person that is a "United States Person" as defined in Section 7701(a)(30) of the Code.

"U.S. Tax Compliance Certificate" has the meaning specified in Section 3.01(e)(ii)(B)(III).

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness.

"Wholly-Owned" means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (a) director's qualifying shares, (b) shares issued to foreign nationals to the extent required by applicable Law and (c) other de minimus share issuances required by local Law) are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.

1.02 Other Interpretive Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."  The word "will" shall be construed to have the same meaning and effect as the word "shall."  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof" and "hereunder," and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) 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, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) 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."

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms; Calculation of Financial Covenants and other Financial Ratios and Terms.

(a) Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b) Changes in GAAP.  If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Majority Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

(c) Consolidation of Variable Interest Entities.  All references herein to consolidated financial statements of Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

(d) Calculation of Financial Covenants, and other Financial Ratios and Results.  With respect to the Borrower and its Restricted Subsidiaries, in calculating Financial Covenants, other financial ratios or results of operations, or financial performance in any manner (including without limitation the calculation of Excess Cash Flow) and for financial reporting purposes, the consolidated financial position and results of operations of (i) the Mission Borrower and the Mission Restricted Subsidiaries, (ii) Rocky Creek and its subsidiaries and (iii) each other Shared Services Party and, to the extent applicable, their subsidiaries (collectively, "Arrangement Parties") (including without limitation, all Indebtedness, other liabilities, revenues and other income) shall be included as if the Mission Borrowereach such Arrangement Party is a Restricted Subsidiary of the Borrower and any television stations owned by a Mission Entityan Arrangement Party is a "Station," so long as Sharing Arrangements between the Mission Entitieseach such Arrangement Party and the Borrower or one or more Restricted Subsidiaries of the Borrower, covering all of the Missionapplicable Shared Services Party Stations, are in full force and effect.  Notwithstanding the foregoing, inclusion of the financial position and results of the Mission EntitiesArrangement Parties shall at all times be without duplication; to the extent any provision of this Agreement, the Mission Credit Agreement or any other Loan Document or Mission Loan Document, or any other document relating to any Shared Services Party already includes the result of the Mission Entitiesan Arrangement Party, this provision shall not operate to duplicate any such included information.

(e) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Consolidated Total Net Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio, the Consolidated Total Secured Debt Leverage Ratio, the Consolidated First Lien Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

1.04 Rounding.  Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement or required to be maintained by the Borrower pursuant to this Agreement 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).

1.05 Timing of Payment or Performance.  When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

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.  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.

ARTICLE II                      

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 The Loans.

(a) The Term B Loans.  Subject to the terms and conditions set forth herein,

(i) each Term B Lender severally agrees to make a single loan to the Borrower on the Closing Date in an aggregate principal amount not to exceed such Term B Lender’'s Term B Commitment as it is in effect on the Closing Date.  The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments.  Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.  Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein; and

(ii) after the Closing Date and until the Term B Advance Period Termination Date, the Term B Commitment of each Term B Lender may be increased one time pursuant to a Permitted Term B Reallocation by the Borrower between the Term B Commitment and the Mission Term B Commitment of each Term B Lender.  The Permitted Term B Reallocation shall be limited to a reallocation of all or any portion of the $60,000,000 Mission Term B Commitment that is available after the Mission Closing Date in accordance with the provisions of Section 2.01(a)(ii) of the Mission Credit Agreement and in accordance with the Term B Reallocation Letter (such reallocated amount, the "Reallocated Term B Commitment Amount").  In connection with any Permitted Term B Reallocation, at the request of the Administrative Agent or any Term B Lender, the Borrower shall execute and deliver to the Administrative Agent replacement Term B Notes in an amount equal to each Term B Lender's Term B Commitment as adjusted in accordance with the terms of the Term B Reallocation Letter.  Availability of the Reallocated Term B Commitment Amount shall be subject to the terms and conditions of this Agreement and to the additional following terms:

(A) each Term B Lender severally agrees to make one subsequent term loan to the Borrower on any Business Day during the Term B Advance Period for the Term B Facility, in an aggregate principal amount equal to such Term B Lender's Applicable Term B Percentage of the Reallocated Term B Commitment Amount, provided that, notwithstanding the foregoing, such subsequent term loan will only be available to be drawn by the Borrower during the Term B Advance Period if

(I) the proceeds of such Term B Borrowing are used concurrently (or substantially simultaneously) with the funding of any such Term B Loan, to consummate any Identified Acquisition, and/or another acquisition or acquisitions agreed to by the Administrative Agent and the Borrower, so long as (1) on such date of Term B Borrowing, each such acquisition meets all the requirements of a Permitted Acquisition (and such acquisitions shall be treated in all respects as acquisitions in accordance with the terms of Section 7.03(j)) and (2) the amount of such Term B Borrowing is not in excess of the sum of the purchase price of such acquisitions and the costs and expenses related thereto; or

(II) an amount not less than the Reallocated Term B Commitment Amount has been deposited in an escrow account at the Administrative Agent by the Borrower, subject to a control agreement to secure the Obligations and the Mission Obligations for the benefit of the Secured Parties, and subject to an escrow agreement satisfactory to the Administrative Agent and the Borrower providing that (1) such escrowed funds deposited by the Borrower will be used to fund any Identified Acquisition and/or any other acquisition or acquisitions agreed to by the Borrower and the Administrative Agent, and the costs and expenses related thereto, in each case in accordance with substantially similar terms as set forth in clause (I) preceding, or (2) to prepay the Term B Loans upon release provisions negotiated by the parties in good faith; or

(III) any combination of the foregoing clauses (I) and (II) shall have occurred in an aggregate amount totaling not less than the Reallocated Term B Commitment Amount.

(B) On and after the Term B Advance Period Termination Date, no Lender shall be obligated to make any Term B Loan.  Each Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments.  Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.  Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(b) The Revolving Credit Loans.  Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a "Revolving Credit Loan") to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender's Revolving Credit Commitment; provided, however, that after giving effect to any such Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Revolving Credit Lender's Revolving Credit Commitment.  Within the limits of each Revolving Credit Lender's Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b).  Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(c) Permitted Revolver Reallocation.  Each Permitted Revolver Reallocation shall be limited to a reallocation of the Aggregate Available Revolving Credit Commitment and the Mission Aggregate Available Revolving Credit Commitment.  In connection with each such Permitted Revolver Reallocation, at the request of the Administrative Agent or any Revolving Credit Lender, the Borrower shall execute and deliver to the Administrative Agent replacement Revolving Credit Notes in an amount equal to each Revolving Credit Lender's Revolving Credit Commitment as adjusted in accordance with the terms of the Revolver Reallocation Letter.

(d)            The Term A Loans.  Subject to the terms and conditions set forth herein,

(i)           each Term A Lender severally agrees to make an initial Term A Loan to the Borrower on the First Amendment Closing Date in an aggregate principal amount equal to such Term A Lender's Applicable Term A Percentage of $50,000,000.  The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Term A Commitments.  Amounts borrowed under this Section 2.01(d)(i) and repaid or prepaid may not be reborrowed.  Term A Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein; and

(ii)           at any time after the First Amendment Closing Date and during the Term A Availability Period, the Term A Commitment of each Term A Lender may be increased or decreased one time pursuant to a Permitted Term A Reallocation by the Borrower between the Term A Commitment, the Mission Term A Commitment and the Rocky Creek Loan, if any, of each Term A Lender.  If the Permitted Term A Reallocation increases the Term A Commitment, it shall be limited to a reallocation of all or any portion of the $90,000,000 Mission Term A Commitment that is available after the Mission First Amendment Closing Date in accordance with the provisions of Section 2.01(d)(ii) of the Mission Credit Agreement and in accordance with the Term A Reallocation Letter (such reallocated amount, the "Reallocated Term A Commitment Amount").  In connection with any Permitted Term A Reallocation, at the request of the Administrative Agent or any Term A Lender, the Borrower shall execute and deliver to the Administrative Agent replacement Term A Notes in an amount equal to each Term A Lender's Term A Commitment as adjusted in accordance with the terms of the Term A Reallocation Letter.  Subject to the terms and conditions of Section 4.02 and Section 4.03 set forth herein, each Term A Lender severally agrees to make one subsequent Term A Loan to the Borrower on any Business Day during the Term A Availability Period, in an aggregate principal amount equal to such Term A Lender's Applicable Term A Percentage of the Reallocated Term A Commitment Amount.  Such subsequent Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Term A Commitments.  Amounts borrowed under this Section 2.01(d)(ii) and repaid or prepaid may not be reborrowed.  Term A Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.  After the expiration of the Term A Availability Period, no Lender shall be obligated to make any Term A Loan.

2.02 Borrowings, Conversions and Continuations of Loans.  (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate 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 or continuation of Eurodollar Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or any conversion of Eurodollar Rate Loans to Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of "Interest Period," the applicable notice must be received by the Administrative Agent not later than 11:00 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 the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them.  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 the 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 Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or continuation of Eurodollar Rate 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) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate 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 Loan Notice or 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 Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.  For the avoidance of doubt, the Borrower and the Lenders acknowledge and agree that any conversion or continuation of an existing Loan shall be deemed to be a continuation of that Loan with a converted interest rate methodology and not a new Loan.  Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Class of 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 or continuation described in the preceding subsection.  In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan 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 applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 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 a Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit 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 Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith.  During the existence of an Event of Default, the Administrative Agent or the Majority Lenders may require that no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Majority Lenders.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.  At any time 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) Anything in subsections (a) to (d) above to the contrary notwithstanding after giving effect to all Term Borrowings and Revolving Credit Borrowings, all conversions of Term Loans and Revolving Credit Loans from one Type to the other, and all continuations of Term Loans and Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect for Term Borrowings and Revolving Credit Borrowings.

(f) Anything in this Section 2.02 to the contrary notwithstanding, the Borrower may not select the Eurodollar Rate for the initial Credit Extension.

2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing 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 renew 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 Revolving Credit 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 (a) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (b) no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if after giving effect to such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender's Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would 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) An L/C Issuer shall not issue any Letter of Credit if:

(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Revolving Credit Lenders have approved such expiry date; or

(B) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and such L/C Issuer have approved such expiry date or (y) the Borrower has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date.

(iii) An 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 such L/C Issuer from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated for hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer is not otherwise compensated for hereunder and in good xxxxx xxxxx material to it;

(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $20,000;

(D) the Letter of Credit is to be denominated in a currency other than Dollars;

(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer's Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has Fronting Exposure, as it may elect in its sole discretion; or

(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) An L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi) An L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such 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 such 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 such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal 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 an 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 may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by such L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer.  Such Letter of Credit Application must be received by the relevant 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 relevant 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 reasonably satisfactory to the relevant 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, (G) the purpose and nature of the requested Letter of Credit, and (H) such other matters as the relevant L/C Issuer may reasonably 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 reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment, and (4) such other matters as the relevant L/C Issuer may reasonably require.  Additionally, the Borrower shall furnish to the relevant 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 relevant L/C Issuer or the Administrative Agent may reasonably require.

(ii) Promptly after receipt of any Letter of Credit Application, the relevant 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, such L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the relevant L/C Issuer has received written notice from the Administrative Agent, any Revolving Credit Lender or any Loan 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 have been satisfied, then, subject to the terms and conditions hereof, such 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 such L/C Issuer's usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender's Applicable Revolving Credit Percentage times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an "Auto-Renewal Letter of Credit"); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "Nonrenewal Notice Date") in each such 12-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal.  Once an Auto-Renewal Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date (unless the Borrower has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date); provided, however, that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone followed promptly in writing) on or before the day that is seven Business Days before the Nonrenewal Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the relevant L/C Issuer not to permit such renewal.

(iv) 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 relevant 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 relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof.  Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, an "Borrower Honor Date"), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date.  If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the "Unreimbursed Amount"), and the amount of such Appropriate Lender's Applicable Revolving Credit Percentage thereof.  In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower 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 Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b).  Any notice given by an 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 Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent's Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit 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 Revolving Credit 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 relevant L/C Issuer.

(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant 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 Revolving Credit Lender's payment to the Administrative Agent for the account of the relevant 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 Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender's Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.

(v) Each Revolving Credit Lender's obligation to make Revolving Credit Loans or L/C Advances to reimburse an 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 relevant 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 Revolving Credit Lender's obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant 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), then, without limiting the other provisions of this Agreement, such 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender's Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.

(d) Repayment of Participations.

(i) At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit 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 such 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 Revolving Credit Lender its Applicable Revolving Credit 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 an 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 such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Revolving Credit 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 applicable Overnight Rate.  The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute.  The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it 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, any other Loan Document or any other agreement or instrument relating to any of the foregoing;

(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 relevant 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) waiver by the relevant L/C Issuer of any requirement that exists for the L/C Issuer's protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact prejudice the Borrower in any respect;

(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi) any payment made by the relevant L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, only to the extent such Letter of Credit specifies that Rule 3.14 of the ISP applies to it;

(vii) any payment by the relevant 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 relevant 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;

(viii) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from any of the Guaranties or any other guaranty, for all or any of the Obligations of any Loan Party or any Restricted Subsidiary of a Loan Party in respect of such Letter of Credit; or

(ix) 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;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’'s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.  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 promptly notify the applicable L/C Issuer.  The Borrower shall be conclusively deemed to have waived any such claim against the relevant L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuers.  Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant 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 Issuers, the Agents, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of any 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 Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable, (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision), 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 Issuers, the Agents, any of their respective Related Parties nor any correspondents, participants or assignees of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (ix) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such 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 such L/C Issuer's willful misconduct or gross negligence or such L/C Issuer's willful or grossly negligent 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 each case as determined by a court of competent jurisdiction in a final non-appealable decision).  In furtherance and not in limitation of the foregoing, each 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 no L/C Issuer shall 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.  An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g) Applicability of ISP; Limitation of Liability.  Unless otherwise expressly agreed by the relevant L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit (other than Rule 3.14, unless expressly specified in a Letter of Credit that it will apply).  Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrower for, and each L/C Issuer's rights and remedies against the Borrower shall not be impaired by, any action or inaction of such L/C Issuer required under any Law, order, or practice that is required to be applied to any Letter of Credit or this Agreement under any Law, including the Law or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP.

(h) Letter of Credit Fees.  The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with, subject to Section 2.16, its Applicable Revolving Credit Percentage a Letter of Credit fee (the "Letter of Credit Fee") for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Letter of Credit fees times the daily maximum amount then available to be drawn under such Letter of Credit.  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) 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 and (ii) computed on a quarterly basis in arrears.  If there is any change in the Applicable Rate during any quarter, the daily maximum amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers.  The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee (a "Fronting Fee") with respect to each Letter of Credit issued by it, at the rate per annum equal to 0.125% computed on the daily maximum amount then available to be drawn under such Letter of Credit.  Such fronting fees shall be computed on a quarterly basis in arrears.  Such fronting fees 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 each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such 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 within ten Business Days of demand and are nonrefundable.

(j) Conflict with Issuer Documents.  Notwithstanding anything else to the contrary in any Issuer Document, in the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k) Addition of an L/C Issuer.  A Revolving Credit Lender (or any of its Subsidiaries or affiliates) may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender.  The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

(l) Provisions Related to Extended Revolving Credit Commitments.  If the maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Commitments in respect of which the maturity date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 2.03(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.17.  If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit.  Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date.  Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

(m) 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 applicable 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 Swing Line Loans.

(a) The Swing Line.  Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a "Swing Line Loan") to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Revolving Credit Commitment; provided, however, that (i) after giving effect to any Swing Line Loan, (A) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (B) the Revolving Credit Exposure of any Lender shall not exceed such Revolving Credit Lender's Revolving Credit Commitment then in effect and (ii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall be a Base Rate Loan.  Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender's Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures.  Each Swing Line Borrowing shall be made upon the Borrower's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 (and any amount in excess thereof shall be in an integral multiple of $25,000), and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower 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 the Administrative Agent by the Borrower.

(c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender's Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02.  The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Revolving Credit Lender shall make an amount equal to its Applicable R